SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 ==========================================================

                       $250,000,000

       SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                           among

            OMNICOM FINANCE INC., as Borrower,

                      VARIOUS BANKS,

                            and

                  SWISS BANK CORPORATION,
           as Agent and Letter of Credit Issuer

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

                 Dated as of June 30, 1988

        Amended and Restated as of January 1, 1993

                            and

     Further Amended and Restated as of July 15, 1994

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

==========================================================

                   TABLE OF CONTENTS (1)

                                                       Page

Section 1.  Definitions and Principles of
              Construction. . . . . . . . . . . . . . .   1
      1.01  Defined Terms . . . . . . . . . . . . . . .   1
      1.02  Principles of Construction. . . . . . . . .  14

Section 2.  Amount and Terms of Revolving Credit. . . .  14
      2.01  The Loans . . . . . . . . . . . . . . . . .  14
      2.02  Minimum Amount of Each Borrowing. . . . . .  15
      2.03  Notice of Borrowing . . . . . . . . . . . .  15
      2.04  Disbursement of Funds . . . . . . . . . . .  16
      2.05  Notes . . . . . . . . . . . . . . . . . . .  17
      2.06  Conversions . . . . . . . . . . . . . . . .  18
      2.07  Pro Rata Borrowings . . . . . . . . . . . .  18
      2.08  Interest. . . . . . . . . . . . . . . . . .  19
      2.09  Interest Periods. . . . . . . . . . . . . .  19
      2.10  Increased Costs, Illegality, etc. . . . . .  20
      2.11  Compensation. . . . . . . . . . . . . . . .  23
      2.12  Change of Applicable Lending Office . . . .  23

Section 3.  Commercial Paper Operations.. . . . . . . .  24
      3.01  Issuance of Initial Letter of Credit;
              Substitute Letters of Credit. . . . . . .  24
      3.02  Agreement to Repay Disbursements Under
              Letter of Credit. . . . . . . . . . . . .  26
      3.03  Issuance of Commercial Paper. . . . . . . .  28

Section 4.  Commitment Fee; Fees; Reductions of
              Commitments; Expiry Date. . . . . . . . .  30
      4.01  Fees. . . . . . . . . . . . . . . . . . . .  30
      4.02  Termination of Commitments. . . . . . . . .  31
      4.03  Expiry Date . . . . . . . . . . . . . . . .  32

Section 5.  Prepayments; Payments . . . . . . . . . . .  32
      5.01  Voluntary Prepayments . . . . . . . . . . .  32
      5.02  Mandatory Prepayments . . . . . . . . . . .  33
      5.03  Method and Place of Payment . . . . . . . .  33
      5.04  Net Payments. . . . . . . . . . . . . . . .  34

Section 6.  Conditions Precedent. . . . . . . . . . . .  35
      6.01  Rating Letter . . . . . . . . . . . . . . .  35
                             
- --------------------
(1) This Table of Contents is provided for convenience only 
    and is not a part of the attached Credit Agreement.

                            (i)

                                                       Page

      6.02  Notes . . . . . . . . . . . . . . . . . . .  36
      6.03  No Default; Representations and
              Warranties. . . . . . . . . . . . . . . .  36
      6.04  Opinions of Counsel . . . . . . . . . . . .  36
      6.05  Subsequent Legal Opinions . . . . . . . . .  36
      6.06  Corporate Documents; Proceedings. . . . . .  36
      6.07  Amended and Restated Participation
              Agreement . . . . . . . . . . . . . . . .  37
      6.08  Guaranty. . . . . . . . . . . . . . . . . .  37
      6.09  Commercial Paper. . . . . . . . . . . . . .  37
      6.10  Existing Credit Agreement . . . . . . . . .  37
      6.11  Existing Letter of Credit . . . . . . . . .  38

Section 7.  Representations, Warranties and
              Agreements. . . . . . . . . . . . . . . .  38
      7.01  Corporate Status. . . . . . . . . . . . . .  38
      7.02  Corporate Power and Authority . . . . . . .  38
      7.03  No Violation. . . . . . . . . . . . . . . .  39
      7.04  Governmental Approvals. . . . . . . . . . .  39
      7.05  Litigation. . . . . . . . . . . . . . . . .  39
      7.06  True and Complete Disclosure. . . . . . . .  40
      7.07  Use of Proceeds; Margin Regulations . . . .  40
      7.08  Tax Returns and Payments. . . . . . . . . .  41
      7.09  Compliance with ERISA . . . . . . . . . . .  41
      7.10  Subsidiaries. . . . . . . . . . . . . . . .  41
      7.11  Compliance with Statutes, etc.. . . . . . .  41
      7.12  Investment Company Act. . . . . . . . . . .  42
      7.13  Public Utility Holding Company Act. . . . .  42
      7.14  Commercial Paper. . . . . . . . . . . . . .  42

Section 8.  Affirmative Covenants . . . . . . . . . . .  42
      8.01  Information Covenants . . . . . . . . . . .  42
      8.02  Books, Records and Inspections. . . . . . .  43
      8.03  Corporate Franchises. . . . . . . . . . . .  43
      8.04  Compliance with Statutes, etc.. . . . . . .  44
      8.05  ERISA . . . . . . . . . . . . . . . . . . .  44
      8.06  End of Fiscal Years; Fiscal Quarters. . . .  45

Section 9.  Negative Covenants. . . . . . . . . . . . .  45
      9.01  Liens . . . . . . . . . . . . . . . . . . .  45
      9.02  Consolidation, Merger, Sale of Assets,
              etc.. . . . . . . . . . . . . . . . . . .  45
      9.03  Leases. . . . . . . . . . . . . . . . . . .  46
      9.04  Indebtedness. . . . . . . . . . . . . . . .  46
      9.05  Advances, Investments and Loans . . . . . .  46
      9.06  Transactions with Affiliates. . . . . . . .  46
      9.07  Limitation on Restrictions on Subsidiary
              Dividends and Other Distributions . . . .  47
      9.08  Business. . . . . . . . . . . . . . . . . .  47
                              (ii)

                                                       Page

      9.09  Sale of Commercial Paper. . . . . . . . . .  47
      9.10  Dividends . . . . . . . . . . . . . . . . .  47

Section 10.  Events of Default. . . . . . . . . . . . .  48
      10.01  Payments . . . . . . . . . . . . . . . . .  48
      10.02  Representations, etc.. . . . . . . . . . .  48
      10.03  Covenants. . . . . . . . . . . . . . . . .  48
      10.04  Default Under Other Agreements . . . . . .  48
      10.05  Bankruptcy, etc. . . . . . . . . . . . . .  49
      10.06  ERISA. . . . . . . . . . . . . . . . . . .  49
      10.07  Guaranty . . . . . . . . . . . . . . . . .  50
      10.08  Ownership of the Borrower  . . . . . . . .  50
      10.09  Ownership of the Guarantor . . . . . . . .  50
      10.10  Judgements . . . . . . . . . . . . . . . .  50
      10.11  Fundamental Change of Guarantor. . . . . .  51

Section 11.  The Agent. . . . . . . . . . . . . . . . .  52
      11.01  Appointment. . . . . . . . . . . . . . . .  52
      11.02  Nature of Duties . . . . . . . . . . . . .  52
      11.03  Lack of Reliance on the Agent. . . . . . .  52
      11.04  Certain Rights of the Agent. . . . . . . .  53
      11.05  Reliance . . . . . . . . . . . . . . . . .  53
      11.06  Indemnification. . . . . . . . . . . . . .  53
      11.07  The Agent in its Individual Capacity . . .  54
      11.08  Holders. . . . . . . . . . . . . . . . . .  54
      11.09  Resignation by the Agent . . . . . . . . .  54

Section 12.  Miscellaneous. . . . . . . . . . . . . . .  55
      12.01  Payment of Expenses, etc.. . . . . . . . .  55
      12.02  Right of Setoff. . . . . . . . . . . . . .  56
      12.03  Notices. . . . . . . . . . . . . . . . . .  56
      12.04  Benefit of Agreement . . . . . . . . . . .  57
      12.05  No Waiver; Remedies Cumulative . . . . . .  58
      12.06  Payments Pro Rata. . . . . . . . . . . . .  59
      12.07  Calculations; Computations . . . . . . . .  59
      12.08  Governing Law; Submission to
               Jurisdiction; Venue. . . . . . . . . . .  59
      12.09  Obligation to Make Payments in Dollars . .  60
      12.10  Counterparts . . . . . . . . . . . . . . .  61
      12.11  Effectiveness. . . . . . . . . . . . . . .  61
      12.12  Headings Descriptive . . . . . . . . . . .  61
      12.13  Amendment or Waiver. . . . . . . . . . . .  61
      12.14  Survival . . . . . . . . . . . . . . . . .  62
      12.15  Domicile of Loans. . . . . . . . . . . . .  62
      12.16  Modification of Existing Credit
               Agreement. . . . . . . . . . . . . . . .  62

SCHEDULE I    Schedule of Commitments
SCHEDULE II   Applicable Lending Offices
SCHEDULE III  Subsidiaries

                                     (iii)

EXHIBIT A     Notice of Borrowing
EXHIBIT B-1   Tranche A Note
EXHIBIT B-2   Tranche B Note
EXHIBIT C     Opinion of Counsel for the Borrower and
                the Guarantor
EXHIBIT D-1   Officers' Certificate of the Borrower
EXHIBIT D-2   Officers' Certificate of the Guarantor
EXHIBIT E     Participation Agreement
EXHIBIT F     Letter of Credit
EXHIBIT G     Commercial Paper Note
EXHIBIT H     Depositary Agreement
EXHIBIT I     Depositary Certificate
EXHIBIT J     Letter of Credit Request
EXHIBIT K     Guaranty

                                      (iv)

     CREDIT  AGREEMENT,  dated as of June 30,  1988,  amended and restated as of
January 1, 1993,  and  further  amended  and  restated as of July 15, 1994 among
Omnicom  Finance Inc. (the  "Borrower"),  a  corporation  organized and existing
under the laws of  Delaware,  the  financial  institutions  listed in Schedule I
(each a "Bank" and, collectively,  the "Banks") and Swiss Bank Corporation, act-
ing  through its New York  Branch in the manner and to the extent  described  in
Section 11 (in such capacity,  the "Agent") and,  acting as issuer of the Letter
of Credit (in such capacity, the "Letter of Credit Issuer").

                             W I T N E S S E T H :

     WHEREAS, the Borrower,  certain of the Banks (the "Existing Banks"), Morgan
Guaranty  Trust  Company  of New York  ("Morgan"),  the Agent and the  Letter of
Credit Issuer are parties to a Credit  Agreement  dated as of June 30, 1988, and
amended and restated as of January 1, 1993 (as further  amended and in effect on
the date hereof, the "Existing Credit Agreement");

     WHEREAS,  the  Borrower,  the Existing  Banks,  the Agent and the Letter of
Credit  Issuer  desire to amend and restate the  Existing  Credit  Agreement  as
herein provided;

     WHEREAS,  the Banks not party to the Existing  Credit  Agreement  desire to
enter into this Agreement in order to become Banks hereunder; and

     WHEREAS, Morgan desires to consent and agree to the terms of this Agreement
solely for the  purposes of  effecting  the  amendment  and  restatement  of the
Existing  Credit  Agreement,  ceasing  to be a Bank  under  this  Agreement  and
agreeing to the terms of Section 12.16 hereof;

      NOW, THEREFORE, IT IS AGREED:

      Section 1.  Definitions and Principles of Construction.

     1.01 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):

     "Affiliate" shall mean, with respect to any Person, any other Person (other
than an individual) directly or indirectly controlling,  controlled by, or under
direct or indirect common control with, such Person; provided, however, that for
purposes of Section 9.06, an Affiliate of the Borrower  shall include any Person
that directly or indirectly owns more than 5% of the Borrower and any officer or
director of the Borrower or any such Person. A Person shall be deemed to control
another Person if such Person  possesses,  directly or indirectly,  the power to
direct or cause the  direction  of the  management  and  policies  of such other
Person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise.

     "Agent"  shall have the  meaning  provided in the first  paragraph  of this
Agreement  and shall include any  successor to the Agent  appointed  pursuant to
Section 11.09.

     "Agreement"  shall mean this Second Amended and Restated Credit  Agreement,
as modified, supplemented or amended from time to time.

     "Applicable Lending Office" shall mean, with respect to each Bank, (i) such
Bank's Base Rate Lending  Office in the case of a Base Rate Loan,  and (ii) such
Bank's Eurodollar Lending Office in the case of a Eurodollar Rate Loan.

     "Applicable  Margin" shall mean, for Eurodollar Rate Loans at any time, the
rate per annum set forth below opposite the ratio of  Consolidated  Indebtedness
(as defined in the Guaranty) for the then  immediately  preceding fiscal quarter
to Net Cash Flow (as defined in the Guaranty) for the period of four consecutive
fiscal quarters  (taken as one accounting  period) ended on the last day of such
immediately preceding fiscal quarter:

                                              Applicable
                       Ratio                    Margin
                       -----                  ----------
                   Below 3.25:1                  0.400%

                   3.25:1 and above              0.450%

     "Bank"  shall have the  meaning  provided  in the first  paragraph  of this
Agreement.

     "Bankruptcy Code" shall have the meaning provided in Section 10.05.

     "Base Rate" shall mean on any day the higher of (x) the Prime  Lending Rate
and (y) 1/2 of 1% in excess of the Federal Funds Rate.

     "Base Rate  Lending  Office"  shall mean,  with  respect to each Bank,  the
office of such Bank  specified  as its "Base Rate Lending  Office"  opposite its
name on Schedule II or such other  office,  Subsidiary or Affiliate of such Bank
as such  Bank may from  time to time  specify  as such to the  Borrower  and the
Agent.

     "Base Rate Loan" shall mean any Loan  designated  or deemed  designated  as
such  by the  Borrower  at the  time of the  incurrence  thereof  or  conversion
thereto.

     "Borrower"  shall have the meaning  provided in the first paragraph of this
Agreement.

     "Borrowing"  shall  mean  the  borrowing  of  Loans of one Type of a single
Tranche from all the Banks having  Commitments  of the  respective  Tranche on a
given date (or the  conversion of a Loan or Loans of a single  Tranche of a Bank
or Banks on a given date).

     "Business  Day"  shall mean (i) for all  purposes  other than as covered by
clause (ii) below, any day except Saturday, Sunday and any day which shall be in
New  York  City a legal  holiday  or a day on  which  banking  institutions  are
authorized or required by law or other government  action to close and (ii) with
respect to all notices and  determinations  in connection  with, and payments of
principal and interest on,  Eurodollar  Rate Loans,  any day which is a Business
Day  described  in clause  (i) above and which is also a day for  trading by and
between banks in the London interbank Eurodollar market.

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

     "Commercial  Paper"  shall mean the  promissory  notes of the  Borrower  in
substantially  the form of  Exhibit G  hereto,  issued  by the  Borrower  in the
commercial  paper market pursuant to the Depositary  Agreement and backed by the
Letter of Credit,  all of which notes shall specifically refer to such a backing
by the Letter of Credit.

     "Commercial   Paper  Account"  shall  have  the  meaning  provided  in  the
Depositary Agreement.

     "Commitment" shall mean, for each Bank, at any time, the sum of such Bank's
Tranche A Loan  Commitment  (if any) at such time and such Bank's Tranche B Loan
Commitment (if any) at such time.

     "Commitment Fee" shall have the meaning provided in Section 4.01(a).

     "Consolidated  Subsidiaries" shall mean, as to any Person, all Subsidiaries
of such Person which are consolidated  with such Person for financial  reporting
purposes in accordance  with  generally  accepted  accounting  principles in the
United States.

     "Contingent  Obligation"  shall mean, as to any Person,  any  obligation of
such Person  guaranteeing  or intended to guarantee  any  Indebtedness,  leases,
dividends or other obligations ("primary  obligations") of any other Person (the
"primary  obligor") in any manner,  whether  directly or indirectly,  including,
without  limitation,  any obligation of such Person,  whether or not contingent,
(i) to purchase any such primary obligation or any property  constituting direct
or  indirect  security  therefor,  (ii) to advance  or supply  funds (x) for the
purchase or payment of any such primary  obligation  or (y) to maintain  working
capital or equity  capital of the primary  obligor or  otherwise to maintain the
net worth or  solvency  of the  primary  obligor,  (iii) to  purchase  property,
securities  or services  primarily  for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary  obligation or (iv) otherwise to assure or hold harmless the holder
of such primary obligation against loss in respect thereof;  provided,  however,
that  the  term  Contingent   Obligation  shall  not  include   endorsements  of
instruments  for deposit or collection in the ordinary  course of business.  The
amount of any Contingent Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the primary obligation in respect of which such
Contingent  Obligation  is made or, if not stated or  determinable,  the maximum
reasonably  anticipated  liability in respect  thereof  (assuming such Person is
required to perform thereunder) as determined by such Person in good faith.

     "Credit Documents" shall mean this Agreement,  each Note, the Guaranty, all
Commercial Paper and the Depositary Agreement.

     "Credit Event" shall mean (i) the making of any Loan, other than a Loan the
proceeds  of which  will be  applied  in full on the date of  incurrence  to the
repayment of Commercial  Paper  maturing on such date,  (ii) the issuance of the
Letter of Credit,  or (iii) any  issuance of  Commercial  Paper,  other than the
issuance of  Commercial  Paper the  proceeds of which will be applied in full on
the date of issuance to the repayment of Commercial Paper maturing on such date.
A conversion pursuant to Section 2.06 shall not be a Credit Event.

     "Default" shall mean any event, act or condition which with notice or lapse
of time, or both, would constitute an Event of Default.

     "Depositary"  shall mean  Morgan  Guaranty  Trust  Company of New York,  as
depositary  under the Depositary  Agreement,  or such other banking  institution
headquartered  in New York City,  as the Borrower  shall  appoint with the prior
written  consent  of the Agent and the Letter of Credit  Issuer as  issuing  and
paying agent for Commercial Paper under the Depositary Agreement.

     "Depositary  Agreement"  shall  mean the  Depositary  Agreement  among  the
Depositary,  the  Agent,  the  Letter  of Credit  Issuer  and the  Borrower,  in
substantially  the form of Exhibit H hereto (with such changes thereto as may be
approved by the parties thereto), as modified, supplemented or amended from time
to time.

     "Dollars" and the sign "$" shall each mean freely transferable lawful money
of the United States.

     "Drawing" shall have the meaning provided in Section 3.02(a).

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended  from time to time.  Section  references  to ERISA  are to ERISA,  as in
effect at the date of this Agreement, and to any subsequent provisions of ERISA,
amendatory thereof, supplemental thereto or substituted therefor.

     "ERISA  Affiliate"  shall mean any person  (as  defined in Section  3(9) of
ERISA) which  together with the Borrower or any of its  Subsidiaries  would be a
member of the same "controlled group" within the meaning of Section 414(b), (m),
(c) and (o) of the Code.

     "Eurodollar  Lending  Office"  shall mean,  with respect to each Bank,  the
office of such Bank specified as its "Eurodollar  Lending  Office"  opposite its
name on Schedule II or such other  office,  Subsidiary or Affiliate of such Bank
as such  Bank may from  time to time  specify  as such to the  Borrower  and the
Agent.

     "Eurodollar Rate Loan" shall mean any Loan designated or deemed  designated
as such by the  Borrower  at the time of the  incurrence  thereof or  conversion
thereto.

     "Event of Default" shall have the meaning provided in Section 10.

     "Existing  Bank"  shall  have the  meaning  provided  in the first  Whereas
clause.

     "Existing  Credit  Agreement"  shall have the meaning provided in the first
Whereas clause.

     "Existing Indebtedness" shall have the meaning provided in Section 9.04.

     "Expiry Date" shall have the meaning provided in Section 4.03.

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

     "Fees" shall mean all amounts payable pursuant to or referred to in Section
4.01.

     "Foreign Subsidiary" shall mean any Subsidiary which is not organized under
the laws of the United  States of  America,  any State of the  United  States of
America or the  District of Columbia and  substantially  all of whose assets and
business are located or conducted outside the United States of America.

     "Guarantor"  shall mean Omnicom  Group,  Inc., a corporation  organized and
existing under the laws of New York.

     "Guaranty" shall have the meaning provided in Section 6.08.

     "Indebtedness" shall mean, as to any Person,  without duplication,  (i) all
indebtedness  (including principal,  interest,  fees and charges) of such Person
for borrowed  money or for the deferred  purchase price of property or services,
(ii) the face  amount of all  letters of credit  issued for the  account of such
Person and all drafts drawn  thereunder  (other than letters of credit issued in
support of accrued expenses and accounts payable incurred in the ordinary course
of business), (iii) all liabilities secured by any Lien on any property owned by
such Person,  whether or not such  liabilities have been assumed by such Person,
(iv) the aggregate  amount  required to be capitalized  under leases under which
such Person is the lessee and (v) all Contingent Obligations of such Person.

     "Interest  Determination  Date" shall mean,  with respect to any Eurodollar
Rate Loan,  the second  Business Day prior to the  commencement  of any Interest
Period relating to such Eurodollar Rate Loan.

     "Interest Period" shall have the meaning provided in Section 2.09.

     "L/C Account" shall have the meaning provided in the Depositary Agreement.

     "Letter of Credit" shall mean the  irrevocable  direct pay Letter of Credit
in  substantially  the form of  Exhibit F hereto,  to be issued by the Letter of
Credit  Issuer to the  Depositary  pursuant to Section  3.01,  and  includes any
extension thereof.

     "Letter of Credit Fee" shall have the meaning provided in Section 4.01(b).

     "Letter of Credit Issuer" shall mean Swiss Bank Corporation, acting through
its New York Branch.

     "Letter of Credit  Request"  shall  have the  meaning  provided  in Section
3.01(a).

     "Letter of Credit  Termination  Date"  shall have the  meaning  provided in
Section 3.01(g).

     "Lien" shall mean any mortgage, pledge, hypothecation,  assignment, deposit
arrangement,  encumbrance,  lien (statutory or other),  preference,  priority or
other security  agreement of any kind or nature whatsoever  (including,  without
limitation,  any  conditional  sale or  other  title  retention  agreement,  any
financing  or  similar  statement  or  notice  filed  under the UCC or any other
similar recording or notice statute, and any lease having substantially the same
effect as any of the foregoing).

     "Loan" shall mean each Tranche A Loan and each Tranche B Loan.

     "Margin Stock" shall have the meaning provided in Regulation U of the Board
of Governors of the Federal Reserve System.

     "Morgan" shall have the meaning provided in the first Whereas clause.

     "Note" shall mean each Tranche A Note and each Tranche B Note.

     "Notice of Borrowing" shall have the meaning provided in Section 2.03.

     "Notice of Conversion" shall have the meaning provided in Section 2.06.

     "Notice Office" shall mean the office of the Agent located at 222 Broadway,
New York,  New York  10038,  or such  other  office  as the Agent may  hereafter
designate in writing as such to the other parties hereto.

     "Obligations"  shall mean all  amounts  owing to the  Agent,  the Letter of
Credit Issuer or any Bank  pursuant to the terms of this  Agreement or any other
Credit Document.

     "Original  Effective  Date"  shall  mean the  Effective  Date  under and as
defined in the Existing Credit Agreement.

     "Outstanding  Commercial Paper  Participation" shall mean, for any Bank, at
any time, the sum of (a) such Bank's Tranche A Participation  Percentage at such
time, if any, of all  outstanding  Tranche A Commercial  Paper at such time plus
(b) such Bank's Tranche B Participation  Percentage at such time, if any, of all
outstanding Tranche B Commercial Paper at such time.

     "Participant" shall have the meaning provided in Section 3.01(b).

     "Participation  Agreement"  shall  have the  meaning  provided  in  Section
3.01(b).

     "Payment  Office"  shall  mean  with  respect  to each of the Agent and the
Letter of Credit Issuer,  its office  located at 10 East 50th Street,  New York,
New York 10022,  or such other  office as the Agent  and/or the Letter of Credit
Issuer may hereafter designate in writing as such to the other parties hereto.

     "PBGC"  shall mean the Pension  Benefit  Guaranty  Corporation  established
pursuant to Section 4002 of ERISA or any successor thereto.

     "Person"  shall mean any  individual,  partnership,  joint  venture,  firm,
corporation,  association,  trust  or  other  enterprise  or any  government  or
political subdivision or any agency, department or instrumentality thereof.

     "Plan" shall mean any multiemployer plan or single-employer plan as defined
in Section 4001 of ERISA,  which is  maintained,  or at any time during the five
calendar years  preceding the  Restatement  Effective Date was  maintained,  for
employees  of the  Borrower  or by a  Subsidiary  of the  Borrower  or an  ERISA
Affiliate.

     "Prime  Lending  Rate" shall mean the rate which the Agent  announces  from
time to time as its prime  lending  rate,  the Prime Lending Rate to change when
and as such prime  lending rate  changes.  The Prime Lending Rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged
to any customer.  The Agent may make commercial loans or other loans at rates of
interest at, above or below the Prime Lending Rate.

     "Quoted  Rate"  shall  mean,  with  respect to each  Interest  Period for a
Eurodollar  Rate Loan,  (i) the average of the offered  quotation to first-class
banks in the London interbank  Eurodollar  market by each of the Reference Banks
for Dollar deposits of amounts comparable to the outstanding principal amount of
the  Eurodollar  Rate Loan of such  Reference Bank for which an interest rate is
then being  determined with  maturities  comparable to the Interest Period to be
applicable to such  Eurodollar  Rate Loan,  determined as of 11:00 A.M.  (London
time) on the date which is two Business Days prior to the  commencement  of such
Interest Period, provided that, if any Reference Bank fails to provide the Agent

with its aforesaid quotation, the Quoted Rate shall be based on the quotation or
quotations provided to the Agent by the other Reference Bank or Reference Banks,
divided (and rounded  upward to the next whole multiple of 1/16 of 1%) by (ii) a
percentage  equal to 100%  minus the then  stated  maximum  rate of all  reserve
requirements   (including,   without   limitation,   any  marginal,   emergency,
supplemental,  special or other  reserves)  applicable to any member bank of the
Federal  Reserve  System in respect of  Eurocurrency  liabilities  as defined in
Regulation D.

     "Reference Banks" shall mean Swiss Bank Corporation,  New York Branch,  The
Chase Manhattan Bank, N.A. and Societe Generale.

     "Regulation  D" shall mean  Regulation  D of the Board of  Governors of the
Federal  Reserve  System as from time to time in effect and any successor to all
or a portion thereof establishing reserve requirements.

     "Reportable  Event"  shall mean an event  described  in Section  4043(b) of
ERISA with respect to a Plan as to which the 30-day notice  requirement  has not
been waived by the PBGC.

     "Required  Banks" shall mean,  at any time,  Banks holding at least 66-2/3%
(or more than 50% in the case of Section 10) of the Total  Commitment or, if the
Total  Commitment has been  terminated,  Banks holding at least 66-2/3% (or more
than  50% in the case of  Section  10) of the then  aggregate  unpaid  principal
amount of the Obligations.

     "Restatement  Effective  Date" shall have the  meaning  provided in Section
12.11.

     "SEC" shall have the meaning provided in Section 8.01(c).

     "Specified  Subsidiary" shall mean (i) DDB Needham Worldwide Group, Ltd., a
U.K.  Subsidiary  of the  Guarantor,  (ii) MSW Rapp & Collins Group Ltd., a U.K.
Subsidiary of the Guarantor,  (iii) MSW Advertising  Ltd., a U.K.  Subsidiary of
the Guarantor, (iv) Rapp & Collins Ltd., a U.K. Subsidiary of the Guarantor, (v)
BH  Advertising  Ltd., a U.K.  Subsidiary of the  Guarantor,  (vi) Bernard Hodes
Overton Ltd., a U.K. Subsidiary of the Guarantor and (vii) DDB Needham Worldwide
Ltd., a U.K. Subsidiary of the Guarantor.

     "Stated  Amount" shall mean the amount of the Letter of Credit as described
in  Section  3.01(a),  as such  amount may be  reduced  as  provided  in Section
3.01(d).

     "Subsidiary"  shall mean, as to any Person,  (i) any corporation  more than
50% of whose stock of any class or classes having by the terms thereof  ordinary
voting  power  to  elect  a  majority  of  the  directors  of  such  corporation
(irrespective  of  whether  or not at the time  stock of any class or classes of
such  corporation  shall  have or  might  have  voting  power by  reason  of the
happening of any  contingency) is at the time owned by such Person and/or one or
more  Subsidiaries of such Person and (ii) any partnership,  association,  joint
venture or other entity in which such Person and/or one or more  Subsidiaries of
such Person has more than a 50% equity interest at the time.

     "Taxes" shall have the meaning provided in Section 5.04.

     "Total  Commitment"  shall mean, at any time, the sum of the Commitments of
each of the Banks at such time.

     "Total Tranche A Loan  Commitment"  shall mean, at any time, the sum of the
Tranche A Loan Commitments of each of the Banks at such time.

     "Total Tranche B Loan  Commitment"  shall mean, at any time, the sum of the
Tranche B Loan Commitments of each of the Banks at such time.

     "Tranche" shall mean the respective  facility and  commitments  utilized in
making Loans hereunder and issuing Commercial Paper pursuant hereto,  with there
being two separate Tranches, i.e., Tranche A and Tranche B.

     "Tranche A Commercial  Paper" shall mean (i) Commercial  Paper issued on or
after the  Restatement  Effective  Date and not  designated  by the  Borrower as
Tranche B  Commercial  Paper at the time of the  issuance  thereof  pursuant  to
Section  3.03(a)  and (ii)  Commercial  Paper  issued  prior to the  Restatement
Effective Date and outstanding on the  Restatement  Effective Date and deemed to
be Tranche A Commercial Paper pursuant to Section 3.03(e).

     "Tranche A Loan" shall have the meaning provided in Section 2.01(a).

     "Tranche A Loan Commitment" shall mean, for each Bank, the amount set forth
opposite  such  Bank's  name in  Schedule  I hereto  directly  below the  column
entitled  "Tranche A Loan  Commitment,"  as same may be (x) reduced from time to
time  pursuant to Sections  4.02 and/or 10 and/or (y) adjusted from time to time
as a result of assignments to or from such Bank pursuant to Section 12.04(b).

     "Tranche A Note" shall have the meaning provided in Section 2.05(a).

     "Tranche A Participation Percentage" shall mean, with respect to each Bank,
the  percentage  set  forth  opposite  such  Bank's  name  on  Annex  A  to  the
Participation   Agreement   directly  below  the  column  entitled   "Tranche  A
Participation Percentage"; provided, that the Tranche A Participation Percentage
for Swiss Bank Corporation shall be the difference (if any) between the total of
all the Tranche A Participation Percentages of the other Banks and 100%.

     "Tranche B Commercial  Paper" shall mean (i) Commercial  Paper issued on or
after the Restatement Effective Date and designated by the Borrower as Tranche B
Commercial Paper at the time of the issuance thereof pursuant to Section 3.03(a)
and (ii)  Commercial  Paper issued prior to the  Restatement  Effective Date and
outstanding  on the  Restatement  Effective  Date and  deemed  to be  Tranche  B
Commercial Paper pursuant to Section 3.03(e).

     "Tranche B Loan" shall have the meaning provided in Section 2.01(b).

     "Tranche B Loan Commitment" shall mean, for each Bank, the amount set forth
opposite  such  Bank's  name in  Schedule  I hereto  directly  below the  column
entitled  "Tranche B Loan  Commitment",  as same may be (x) reduced from time to
time  pursuant to Sections  4.02 and/or 10 and/or (y) adjusted from time to time
as a result of assignments to or from such Bank pursuant to Section 12.04(b).

     "Tranche B Note" shall have the meaning provided in Section 2.05(a).

     "Tranche B Participation Percentage" shall mean, with respect to each Bank,
the  percentage  set  forth  opposite  such  Bank's  name  on  Annex  A  to  the
Participation   Agreement   directly  below  the  column  entitled   "Tranche  B
Participation Percentage"; provided, that the Tranche B Participation Percentage

for Swiss Bank Corporation shall be the difference (if any) between the total of
all the Tranche B Participation Percentages of the other Banks and 100%.

     "Type" shall mean any type of Loan  determined with respect to the interest
option applicable thereto, i.e., a Base Rate Loan or a Eurodollar Rate Loan.

     "UCC" shall mean the Uniform Commercial Code as from time to time in effect
in the relevant jurisdiction.

     "Unfunded Current  Liability" of any Plan shall mean the amount, if any, by
which the present value of the accrued  benefits  under the Plan as of the close
of its most  recent  plan  year  exceeds  the fair  market  value of the  assets
allocable thereto, determined in accordance with Section 412 of the Code.

     "United States" and "U.S." shall each mean the United States of America.

     "Unpaid Drawing" shall have the meaning specified in Section 3.02(a).

     "Unutilized  Commitment"  shall mean, for any Bank, at any time, the sum of
(a) the  Tranche  A Loan  Commitment  of such  Bank at such  time  less  (i) the
aggregate  principal  amount of all  Tranche A Loans  made by such Bank and then
outstanding,  and (ii) an amount  equal to such Bank's  Tranche A  Participation
Percentage  of the sum of (x) the  face  amount  of all  outstanding  Tranche  A
Commercial  Paper  plus (y) the  amount of all  Unpaid  Drawings  in  respect of
Tranche A Commercial  Paper plus (b) the Tranche B Loan  Commitment of such Bank
at such time less (i) the aggregate principal amount of all Tranche B Loans made
by such  Bank and then  outstanding,  and (ii) an  amount  equal to such  Bank's
Tranche  B  Participation  Percentage  of the sum of (x) the face  amount of all
outstanding  Tranche  B  Commercial  Paper  plus (y) the  amount  of all  Unpaid
Drawings in respect of Tranche B Commercial Paper.

     "Unutilized  Total Tranche A Commitment" shall mean, at any time, the Total
Tranche  A Loan  Commitment  at such  time  less  the  sum of (i) the  aggregate
principal amount of all Tranche A Loans then  outstanding,  (ii) the face amount
of all  outstanding  Tranche A  Commercial  Paper  plus  (iii) the amount of all
Unpaid Drawings in respect of Tranche A Commercial Paper.

     "Unutilized  Total Tranche B Commitment" shall mean, at any time, the Total
Tranche  B Loan  Commitment  at such  time  less  the  sum of (i) the  aggregate
principal amount of all Tranche B Loans then  outstanding,  (ii) the face amount
of all  outstanding  Tranche B  Commercial  Paper  plus  (iii) the amount of all
Unpaid Drawings in respect of Tranche B Commercial Paper.

     "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any corporation
100% of whose  capital  stock is at the time owned by such Person  and/or one or
more  Wholly  Owned  Subsidiaries  of such  Person  and  (ii)  any  partnership,
association,  joint  venture or other entity in which such Person  and/or one or
more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such
time.

     1.02 Principles of Construction.  (a) All references to sections, schedules
and  exhibits are to sections,  schedules  and exhibits in or to this  Agreement
unless  otherwise  specified.  The words "hereof,"  "herein" and "hereunder" and
words  of  similar  import  when  used in this  Agreement  shall  refer  to this
Agreement as a whole and not to any particular provision of this Agreement.

     (b) All accounting terms not specifically defined herein shall be construed
in accordance with generally accepted accounting principles in the United States
in conformity  with those used in the  preparation  of the financial  statements
referred to in Section 6(e) of the Guaranty.

     Section 2. Amount and Terms of Revolving Credit.

     2.01 The Loans.  (a) Subject to and upon the terms and conditions set forth
herein, each Bank with a Tranche A Loan Commitment severally agrees, at any time
and from time to time prior to the Expiry Date, to make loans (each,  a "Tranche
A Loan" and collectively, as the context requires, the "Tranche A Loans") to the
Borrower,  which Tranche A Loans (i) shall,  at the option of the  Borrower,  be
Base Rate Loans or Eurodollar  Rate Loans,  provided  that,  except as otherwise
specifically  provided in Section  2.10(b),  all Tranche A Loans  comprising the
same  Borrowing  shall at all times be of the same Type and (ii) may be  prepaid
and reborrowed in accordance with the provisions hereof; provided, however, that
the  aggregate  principal  amount of Tranche A Loans  outstanding  from any Bank
shall at no time exceed  (after  giving effect to the use of the proceeds of any
Tranche  A Loan  then  being  made) an  amount  equal to (i) the  Tranche A Loan
Commitment of such Bank at such time less (ii) the sum of (x) an amount equal to

the face amount of all outstanding Tranche A Commercial Paper multiplied by such
Bank's  Tranche  A  Participation  Percentage  and (y) an  amount  equal  to the
principal amount of all Unpaid Drawings in respect of Tranche A Commercial Paper
multiplied  by such Bank's  Tranche A  Participation  Percentage.  More than one
Borrowing  may  occur  on the  same  date,  but  Tranche  A  Loans  constituting
Eurodollar  Rate  Loans  comprising  more  than  five  Borrowings  shall  not be
outstanding under this Agreement at any time.

     (b) Subject to and upon the terms and  conditions  set forth  herein,  each
Bank with a Tranche B Loan  Commitment  severally  agrees,  at any time and from
time to time prior to the Expiry Date,  to make loans (each,  a "Tranche B Loan"
and  collectively,  as the  context  requires,  the  "Tranche  B Loans")  to the
Borrower,  which Tranche B Loans (i) shall,  at the option of the  Borrower,  be
Base Rate Loans or Eurodollar  Rate Loans,  provided  that,  except as otherwise
specifically  provided in Section  2.10(b),  all Tranche B Loans  comprising the
same  Borrowing  shall at all times be of the same Type and (ii) may be  prepaid
and reborrowed in accordance with the provisions hereof; provided, however, that
the  aggregate  principal  amount of Tranche B Loans  outstanding  from any Bank
shall at no time exceed  (after  giving effect to the use of the proceeds of any
Tranche  B Loan  then  being  made) an  amount  equal to (i) the  Tranche B Loan
Commitment of such Bank at such time less (ii) the sum of (x) an amount equal to
the face amount of all outstanding Tranche B Commercial Paper multiplied by such
Bank's  Tranche  B  Participation  Percentage  and (y) an  amount  equal  to the
principal amount of all Unpaid Drawings in respect of Tranche B Commercial Paper
multiplied  by such Bank's  Tranche B  Participation  Percentage.  More than one
Borrowing  may  occur  on the  same  date,  but  Tranche  B  Loans  constituting
Eurodollar  Rate  Loans  comprising  more  than  five  Borrowings  shall  not be
outstanding under this Agreement at any time.

     2.02 Minimum Amount of Each Borrowing.  The aggregate  principal  amount of
each  Borrowing  of any  Tranche  of Loans  hereunder  shall  be not  less  than
$1,000,000 for each Base Rate Loan and $3,000,000 for each Eurodollar Rate Loan,
except as required by Section 2.10(b).

     2.03 Notice of Borrowing. Whenever the Borrower desires to make a Borrowing
hereunder,  it shall give the Agent at its Notice Office at least three Business
Days' prior notice of each  Eurodollar Rate Loan and at least one Business Day's
prior  notice of each Base Rate Loan,  provided  that any such  notice  shall be

deemed to have been given on a certain day only if given  before 12:00 Noon (New
York time) on such day. Each such notice (each a "Notice of Borrowing") shall be
in the form of Exhibit A,  appropriately  completed  to  specify  the  aggregate
principal amount of the Loans to be made pursuant to such Borrowing, the date of
such  Borrowing  (which shall be a Business  Day),  whether the Loans being made
pursuant to such Borrowing shall constitute  Tranche A Loans or Tranche B Loans,
whether the Loans being made  pursuant to such  Borrowing  are to be  maintained
initially as Base Rate Loans or Eurodollar  Rate Loans and, if  Eurodollar  Rate
Loans,  the initial  Interest Period to be applicable  thereto.  The Agent shall
promptly give each Bank which is required to make Loans of the Tranche specified
in the respective  Notice of Borrowing,  notice of such proposed  Borrowing,  of
such Bank's proportionate share thereof and of the other matters required by the
immediately preceding sentence to be specified in the Notice of Borrowing.

     2.04 Disbursement of Funds. No later than 12:00 Noon (New York time) on the
date  specified in each Notice of Borrowing,  each Bank with a Commitment of the
respective  Tranche will make available,  through such Bank's Applicable Lending
Office,  its pro rata  portion of each  Borrowing  requested  to be made on such
date, in Dollars and in immediately available funds at the Payment Office of the
Agent,  and the Agent will make  available to the Borrower at its Payment Office
the  aggregate of the amounts so made  available by the Banks.  Unless the Agent
shall have been  notified by any Bank prior to the date of  Borrowing  that such
Bank does not intend to make  available to the Agent such Bank's  portion of any
Borrowing to be made on such date,  the Agent may assume that such Bank has made
such amount  available to the Agent on such date of Borrowing and the Agent may,
in reliance upon such assumption, make available to the Borrower a corresponding
amount. If such corresponding  amount is not in fact made available to the Agent
by such Bank, the Agent shall be entitled to recover such  corresponding  amount
from such Bank on demand.  If such Bank does not pay such  corresponding  amount
forthwith upon the Agent's demand therefor,  the Agent shall promptly notify the
Borrower and the Borrower shall immediately pay such corresponding amount to the
Agent.  The Agent  shall also be entitled to recover on demand from such Bank or
the  Borrower,  as the case may be,  interest  on such  corresponding  amount in
respect of each day from the date such  corresponding  amount was made available
by the  Agent to the  Borrower  until  the date  such  corresponding  amount  is
recovered by the Agent,  at a rate per annum equal to (i) if recovered from such
Bank,  the cost to the Agent of acquiring  overnight  Federal  funds and (ii) if

recovered  from the Borrower,  the then  applicable  rate for Base Rate Loans or
Eurodollar Rate Loans, as the case may be. Nothing in this Section 2.04 shall be
deemed to relieve any Bank from its  obligation  to make Loans  hereunder  or to
prejudice any rights which the Borrower may have against any Bank as a result of
any failure by such Bank to make Loans hereunder.

     2.05 Notes.  (a) The  Borrower's  obligation  to pay the  principal of, and
interest  on, the Loans made by each Bank  shall be  evidenced  (i) if Tranche A
Loans,  by a  promissory  note  duly  executed  and  delivered  by the  Borrower
substantially in the form of Exhibit B-1 with blanks appropriately  completed in
conformity herewith (each, a "Tranche A Note" and, collectively,  the "Tranche A
Notes") and (ii) if Tranche B Loans,  by a  promissory  note duly  executed  and
delivered by the Borrower  substantially  in the form of Exhibit B-2 with blanks
appropriately  completed  in  conformity  herewith  (each,  a  "Tranche  B Note"
collectively, the "Tranche B Notes").

     (b) The  Tranche A Note  issued to each Bank  shall (i) be  payable  to the
order of such Bank and be dated the  Restatement  Effective  Date,  (ii) be in a
stated  principal amount equal to the Tranche A Loan Commitment of such Bank and
be payable in the principal amount of Tranche A Loans evidenced  thereby,  (iii)
mature,  with respect to each Loan evidenced  thereby,  on the Expiry Date, (iv)
bear interest as provided in the  appropriate  clause of Section 2.08 in respect
of the Base Rate Loans and Eurodollar Rate Loans, as the case may be,  evidenced
thereby and (v) be entitled to the benefits of this Agreement and the Guaranty.

     (c) The  Tranche B Note  issued to each Bank  shall (i) be  payable  to the
order of such Bank and be dated the  Restatement  Effective  Date,  (ii) be in a
stated  principal amount equal to the Tranche B Loan Commitment of such Bank and
be payable in the  principal  amount of the Tranche B Loans  evidenced  thereby,
(iii) mature,  with respect to each Loan evidenced thereby,  on the Expiry Date,
(iv) bear  interest  as provided in the  appropriate  clause of Section  2.08 in
respect of the Base Rate Loans and  Eurodollar  Rate Loans,  as the case may be,
evidenced  thereby and (v) be entitled to the benefits of this Agreement and the
Guaranty.

     (d) Each Bank will note on its  internal  records  the  amount of each Loan
made by it and each payment in respect thereof and will prior to any transfer of
its  Tranche A Note or Tranche B Note  endorse on the reverse  side  thereof the

outstanding  principal amount of Tranche A Loans or Tranche B Loans, as the case
may be,  evidenced  thereby.  Failure to make any such notation shall not affect
the Borrower's obligations in respect of such Loans.

     2.06  Conversions.  The  Borrower  shall  have the option to convert on any
Business Day all or a portion equal to at least  $3,000,000  of the  outstanding
principal  amount of the Loans made pursuant to one or more  Borrowings (so long
as of the same  Tranche) of one or more Types of Loan into a  Borrowing  (of the
same  Tranche) of another  Type of Loan,  provided  that (i) except as otherwise
provided in Section  2.10(b),  Eurodollar Rate Loans may be converted into Loans
of another  Type only on the last day of an Interest  Period  applicable  to the
Loans being  converted and no such partial  conversion of Eurodollar  Rate Loans
shall reduce the  outstanding  principal  amount of  Eurodollar  Rate Loans made
pursuant to a single Borrowing to less than $3,000,000, (ii) Base Rate Loans may
only be converted into  Eurodollar  Rate Loans if no Default or Event of Default
is in existence on the date of the conversion  and (iii) no conversion  pursuant
to this  Section  2.06 shall result in a greater  number of  Borrowings  than is
permitted  under Section  2.01.  Each such  conversion  shall be effected by the
Borrower by giving the Agent at its Notice  Office prior to 12:00 Noon (New York
time) at least three  Business Days' prior notice for conversion to a Eurodollar
Rate Loan and at least one Business  Day's prior notice for conversion to a Base
Rate  Loan  (each a  "Notice  of  Conversion")  specifying  the  Loans  to be so
converted  and, if to be  converted  into  Eurodollar  Rate Loans,  the Interest
Period to be initially applicable thereto. The Agent shall give each Bank prompt
notice of any such proposed conversion affecting any of its Loans. Upon any such
conversion  the  proceeds  thereof  will be applied  directly on the day of such
conversion  to prepay  the  outstanding  principal  amount  of the  Loans  being
converted.

     2.07 Pro Rata  Borrowings.  All Borrowings of Tranche A Loans and Tranche B
Loans  under this  Agreement  shall be  incurred  from the Banks pro rata on the
basis of their Tranche A Loan Commitments or Tranche B Loan Commitments,  as the
case may be. It is understood  that no Bank shall be responsible for any default
by any other Bank of its  obligation to make Loans  hereunder and that each Bank
shall  be  obligated  to make  the  Loans  provided  to be made by it  hereunder
regardless of the failure of any other Bank to make its Loans hereunder.

     2.08  Interest.  (a) The Borrower  agrees to pay interest in respect of the
unpaid  principal  amount of each  Base  Rate  Loan  from the date the  proceeds
thereof are made available to the Borrower until the maturity  thereof  (whether
by  acceleration  or otherwise) at a rate per annum which shall be the Base Rate
in effect from time to time.

     (b) The Borrower agrees to pay interest in respect of the unpaid  principal
amount of each Eurodollar Rate Loan from the date the proceeds  thereof are made
available to the Borrower until the maturity thereof (whether by acceleration or
otherwise)  at a rate  per  annum  which  shall,  during  each  Interest  Period
applicable  thereto,  be the  Quoted  Rate for  such  Interest  Period  plus the
Applicable Margin.

     (c) Overdue principal and, to the extent permitted by law, overdue interest
in respect of each Loan and any other  overdue  amount  payable by the  Borrower
hereunder  shall  bear  interest  at a rate per  annum  equal to 2% per annum in
excess of the Base Rate in effect from time to time; provided,  however, that no
Loan  shall bear  interest  after  maturity  at a rate per annum less than 2% in
excess of the rate of interest applicable thereto at maturity.

     (d)  Accrued  (and  theretofore  unpaid)  interest  shall be payable (i) in
respect of each Base Rate Loan, quarterly in arrears on the last Business Day of
each March,  June,  September and December,  (ii) in respect of each  Eurodollar
Rate Loan, on the last day of each Interest  Period  applicable  thereto and, in
the case of an Interest Period in excess of three months, on each date occurring
at three month  intervals  after the first day of such Interest Period and (iii)
in respect of each Loan, on any prepayment (on the amount prepaid),  at maturity
(whether by acceleration or otherwise) and, after such maturity, on demand.

     (e) On each  Interest  Determination  Date,  the Agent shall  determine the
interest  rate for the  Eurodollar  Rate Loans for which such  determination  is
being made, and shall promptly  notify the Borrower and the Banks thereof.  Each
such  determination  shall,  absent  manifest error, be final and conclusive and
binding on all parties hereto.

     2.09  Interest  Periods.  At the time it gives any Notice of  Borrowing  or
Notice of  Conversion  in  respect of the making  of, or  conversion  into,  any
Eurodollar  Rate Loan (in the case of the  initial  Interest  Period  applicable
thereto) or on the third  Business  Day prior to the  expiration  of an Interest
Period  applicable to such  Eurodollar  Rate Loan (in the case of any subsequent

Interest  Period),  the  Borrower  shall have the right to elect,  by giving the
Agent notice thereof, the interest period (each an "Interest Period") applicable
to such Eurodollar Rate Loan,  which Interest Period shall, at the option of the
Borrower,  be a one, two,  three,  six, nine or twelve month period  (subject to
availability  as  determined  by 100% of the Banks of the  applicable  Tranche),
provided that: (i) all Eurodollar Rate Loans comprising a Borrowing shall at all
times have the same  Interest  Period  except as  otherwise  required by Section
2.10(b);  (ii) the initial  Interest  Period for any Eurodollar  Rate Loan shall
commence  on the  date of  Borrowing  of such  Loan  (including  the date of any
conversion  thereof into a Loan of a different  Type) and each  Interest  Period
occurring  thereafter in respect of such Loan shall commence on the day on which
the next preceding  Interest Period  applicable  thereto  expires;  (iii) if any
Interest  Period  relating to a  Eurodollar  Rate Loan begins on a day for which
there is no  numerically  corresponding  day in the calendar month at the end of
such Interest Period, such Interest Period shall end on the last Business Day of
such calendar month; (iv) if any Interest Period would otherwise expire on a day
which is not a Business  Day,  such  Interest  Period  shall  expire on the next
succeeding  Business Day; provided,  however,  that if any Interest Period for a
Eurodollar Rate Loan would otherwise expire on a day which is not a Business Day
but is a day of the month  after  which no further  Business  Day occurs in such
month, such Interest Period shall expire on the next preceding Business Day; and
(v) no  Interest  Period  shall  extend  beyond  the  Expiry  Date.  If upon the
expiration  of any Interest  Period  applicable to a Eurodollar  Rate Loan,  the
Borrower  has failed to elect a new  Interest  Period to be  applicable  to such
Eurodollar  Rate Loan as provided  above,  the Borrower  shall be deemed to have
given notice to elect to convert such Loan into a Base Rate Loan effective as of
the expiration date of such current Interest Period.

     2.10 Increased Costs, Illegality, etc. (a) In the event that any Bank shall
have determined (which  determination shall, absent manifest error, be final and
conclusive  and binding upon all parties  hereto but, with respect to clause (i)
below, may be made only by the Agent):

          (i) on any Interest  Determination Date that, by reason of any changes
     arising after the date of this Agreement affecting the interbank Eurodollar
     market,  adequate  and  fair  means  do  not  exist  for  ascertaining  the
     applicable  interest  rate on the basis  provided for in the  definition of
     Quoted Rate; or

          (ii) at any time,  that  such  Bank  shall  incur  increased  costs or
     reductions in the amounts received or receivable  hereunder with respect to
     any  Eurodollar  Rate Loan  because  of (x) any change  since the  Original
     Effective  Date in any  applicable law or  governmental  rule,  regulation,
     order  or  request  (whether  or not  having  the  force of law) (or in the
     interpretation or administration  thereof and including the introduction of
     any new law or governmental rule, regulation,  order or request),  such as,
     for  example,  but not limited to, (i) a change in the basis of taxation of
     payments to any Bank or its  Applicable  Lending Office of the principal of
     or interest on the Notes or any other amounts payable hereunder (except for
     changes  in the rate of tax on, or  determined  by  reference  to,  the net
     income or profits of such Bank or its Applicable  Lending Office imposed by
     any jurisdiction in which its principal office or Applicable Lending Office
     is located) or (ii) a change in official reserve requirements,  but, in all
     events,  excluding  reserves  required  under  Regulation  D to the  extent
     included  in  the  computation  of  the  Quoted  Rate,   and/or  (y)  other
     circumstances  affecting such Bank or the interbank  Eurodollar  market, or
     the position of such Bank in such market; or

          (iii) at any time,  that the making or  continuance  of any Eurodollar
     Rate  Loan has been  made (x)  unlawful  by any law or  governmental  rule,
     regulation  or order,  (y)  impossible  by compliance by such Bank with any
     governmental   request  (whether  or  not  having  force  of  law)  or  (z)
     impracticable as a result of a contingency occurring after the date of this
     Agreement which materially and adversely  affects the interbank  Eurodollar
     market;

then, and in any such event,  such Bank (or the Agent, in the case of clause (i)
above) shall  promptly  give notice (by  telephone  confirmed in writing) to the
Borrower,  accompanied by an explanation of the basis  therefor,  and, except in
the case of clause (i) above, to the Agent of such  determination  (which notice
the Agent shall promptly transmit to each of the other Banks). Thereafter (x) in
the case of clause (i) above, Eurodollar Rate Loans shall no longer be available
until  such time as the  Agent  notifies  the  Borrower  and the Banks  that the
circumstances  giving rise to such notice by the Agent no longer exist,  and any
Notice of Borrowing or Notice of  Conversion  given by the Borrower with respect
to its  affected  Eurodollar  Rate  Loans  which  have  not  yet  been  incurred
(including by way of conversion) shall be deemed rescinded by the Borrower,  (y)
in the case of clause  (ii) above,  the  Borrower  shall pay to such Bank,  upon

written demand  therefor,  such additional  amounts (in the form of an increased
rate of, or a different  method of  calculating,  interest or  otherwise as such
Bank in its sole discretion  shall determine) as shall be required to compensate
such  Bank for such  increased  costs  or  reductions  in  amounts  received  or
receivable hereunder (a written notice as to the additional amounts owed to such
Bank, showing the basis for the calculation  thereof,  submitted to the Borrower
by such Bank shall,  absent  manifest error, be final and conclusive and binding
on all the parties  hereto) and (z) in the case of clause (iii) above,  take one
of the actions  specified in Section 2.10(b) as promptly as possible and, in any
event, within the time period required by law.

     (b)  At  any  time  that  any  Eurodollar  Rate  Loan  is  affected  by the
circumstances  described in Section  2.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Rate Loan affected by the circumstances described in
Section  2.10(a)(iii)  shall) either (i) if the affected Eurodollar Rate Loan is
then being made initially or pursuant to a conversion,  cancel said Borrowing by
giving the Agent telephonic notice (confirmed in writing) of the cancellation on
the same date that the Borrower  was notified by the Bank or the Agent  pursuant
to Section  2.10(a)(ii) or (iii) or (ii) if the affected Eurodollar Rate Loan is
then  outstanding,  upon at least three  Business  Days'  written  notice to the
Agent,  require the affected  Bank to convert such  Eurodollar  Rate Loan into a
Base Rate Loan,  provided  that,  if more than one Bank is affected at any time,
then all  affected  Banks  must be treated  the same  pursuant  to this  Section
2.10(b).

     (c) If any Bank or the Letter of Credit Issuer  determines at any time that
any applicable law or governmental rule,  regulation,  order or request (whether
or not having the force of law) concerning  capital  adequacy,  or any change in
interpretation or administration thereof by any governmental authority,  central
bank or comparable agency, which shall have become effective or applicable after
the Original  Effective  Date,  will have the effect of increasing the amount of
capital  required  or  expected  to be  maintained  by such  Bank  based  on the
existence of such Bank's Commitment  hereunder,  its participation in the Letter
of Credit or its  obligations  hereunder or, in the case of the Letter of Credit
Issuer, the maintenance of the Letter of Credit,  then the Borrower shall pay to
such  Bank or to the  Letter  of  Credit  Issuer,  as the case may be,  upon its
written  demand  therefor,  such  additional  amounts  as shall be  required  to
compensate such Bank or the Letter of Credit Issuer, as the case may be, for the

increased  cost to such Bank or the Letter of Credit  Issuer as a result of such
increase of capital. In determining such additional  amounts,  each Bank and the
Letter of  Credit  Issuer  will act  reasonably  and in good  faith and will use
averaging  and  attribution  methods  which are  reasonable,  provided that such
Bank's or Letter of Credit Issuer's  determination  of compensation  owing under
this Section  2.10(c) shall,  absent manifest error, be final and conclusive and
binding on all the parties  hereto.  Each Bank and the Letter of Credit  Issuer,
upon  determining  that any additional  amounts will be payable pursuant to this
Section 2.10(c), will give prompt written notice thereof to the Borrower,  which
notice shall show the basis for calculation of such additional amounts, although
the  failure to give any such notice  shall not  release or diminish  any of the
Borrower's  obligations  to pay  additional  amounts  pursuant  to this  Section
2.10(c).

     2.11 Compensation The Borrower shall compensate each Bank, upon its written
request  (which   request  shall  set  forth  the  basis  for  requesting   such
compensation),  for all reasonable losses,  expenses and liabilities (including,
without  limitation,  any loss,  expense or liability  incurred by reason of the
liquidation or  reemployment of deposits or other funds required by such Bank to
fund its  Eurodollar  Rate Loans)  which such Bank may  sustain:  (i) if for any
reason  (other  than a default  by such Bank or the  Agent) a  Borrowing  of, or
conversion  from or  into,  Eurodollar  Rate  Loans  does  not  occur  on a date
specified therefor in a Notice of Borrowing or Notice of Conversion  (whether or
not withdrawn by the Borrower or deemed withdrawn  pursuant to Section 2.10(a));
(ii) if any repayment (including any repayment made pursuant to Section 2.04 and
any  prepayment  made  pursuant  to Section  5.01) or  conversion  of any of its
Eurodollar  Rate Loans occurs on a date which is not the last day of an Interest
Period with respect  thereto;  (iii) if any  prepayment of any of its Eurodollar
Rate Loans is not made on any date specified in a notice of prepayment  given by
the Borrower;  or (iv) as a consequence of (x) any other default by the Borrower
to repay its Loans when  required by the terms of this  Agreement or any Note of
such Bank or (y) any prepayment made pursuant to Section 2.10(b).

     2.12 Change of Applicable  Lending Office.  Each Bank agrees that, upon the
occurrence of any event giving rise to the operation of Section  2.10(a)(ii)  or
(iii),  2.10(c) or 5.04 with respect to such Bank,  it will, if requested by the
Borrower,  use its best efforts to designate another  Applicable  Lending Office
for any  Loans  affected  by  such  event,  with  the  object  of  avoiding  the

consequence  of the event  giving  rise to the  operation  of any such  Section;
provided that no such designation  shall be made if, in the reasonable  judgment
of such Bank, such change would be disadvantageous to said Bank. Nothing in this
Section 2.12 shall affect or postpone any of the  obligations of the Borrower or
the right of any Bank provided in Section 2.10 or 5.04.

     Section 3. Commercial Paper Operations.

     3.01 Issuance of Initial  Letter of Credit;  Substitute  Letters of Credit.
(a) The Letter of Credit Issuer hereby  agrees,  on the terms and subject to the
conditions hereinafter set forth, to issue to the Depositary and for the account
of the  Borrower  at the  request of the  Borrower,  its  irrevocable  letter of
credit,  in substantially  the form of Exhibit F hereto,  for the benefit of the
holders of  Commercial  Paper,  completed in  accordance  with such form and the
terms of this  Section  3.01(a).  When the  Borrower  desires that the Letter of
Credit be issued  for its  account,  it shall  give the Agent and the  Letter of
Credit Issuer at least one Business  Day's written  notice  thereof.  The notice
shall be in the form of Exhibit J hereto (the "Letter of Credit  Request").  The
Agent shall  promptly  transmit  copies of the Letter of Credit  Request to each
Bank.  The Letter of Credit shall be issued by the Letter of Credit Issuer in an
amount  equal to the  Total  Commitment  (the  "Stated  Amount")  and for a term
expiring on the Expiry Date.

     (b) On or prior to the Restatement  Effective Date each Bank other than the
Letter of Credit  Issuer  (each such Bank a  "Participant"  with  respect to the
Letter of Credit) shall execute with the Letter of Credit Issuer the Amended and
Restated Participation  Agreement in substantially the form of Exhibit E hereto,
with appropriate insertions (such agreement as modified, supplemented or amended
from time to time, the  "Participation  Agreement"),  (i) pursuant to which each
Participant  will acquire a risk  participation in the Letter of Credit based on
its  Tranche  A   Participation   Percentage   and/or  Tranche  B  Participation
Percentage,  as the case may be;  and (ii) as a result  of which  the  Letter of
Credit Issuer will retain  liability  (relative to the other Banks) with respect
to the Letter of Credit based on its Tranche A Participation  Percentage  and/or
Tranche B Participation Percentage, in each case if any.

     (c) Following the appointment and qualification of any successor Depositary
and the  return of the  Letter of Credit  being  replaced,  the Letter of Credit

Issuer shall deliver to such successor  Depositary a substitute letter of credit
in the form of  Exhibit F hereto,  dated the date of  issuance  thereof,  having
terms identical to the Letter of Credit theretofore  outstanding but in favor of
such successor Depositary.

     (d) If (i) the Expiry Date is extended  pursuant to Section  4.03,  or (ii)
the Borrower shall partially reduce the Commitment pursuant to Section 4.02, the
Agent  shall so notify the  Depositary  and the Letter of Credit  Issuer and the
Letter of Credit Issuer shall deliver to the  Depositary a substitute  Letter of
Credit in the form of Exhibit F hereto, dated the date of issuance thereof, and,
in the case of (i) above,  expiring on the new Expiry  Date,  and in the case of
(ii) above, in a Stated Amount equal to the amount to which the Total Commitment
shall have been reduced,  but, in either case,  otherwise having terms identical
to the  Letter of  Credit  being  replaced,  in  exchange  for  delivery  by the
Depositary  of the  Letter  of Credit  currently  held by it. In the case of (i)
above,  such exchange  shall take place at least three  Business Days before the
next succeeding June 30 and in the case of (ii) above,  such exchange shall take
place promptly after the effective date of any such reduction.

     (e) In the event that (i) an  injunction  suspending  the  issuance  of the
Commercial Paper shall have been issued or proceedings  therefor shall have been
initiated by the SEC, or (ii) the  Borrower,  the Letter of Credit Issuer or any
other Person shall have been found in a judicial or administrative proceeding to
have violated the  Securities  Act of 1933, as amended,  in connection  with the
issuance of Commercial Paper or the Letter of Credit, or (iii) any of them shall
have offered, issued or sold to or solicited any offer to acquire any Commercial
Paper or any part thereof or any similar security from anyone so as to bring the
issuance  and sale of  Commercial  Paper or the  Letter  of  Credit  within  the
registration and prospectus delivery requirements of Section 5 of the Securities
Act of 1933, as amended,  or (iv) any restriction  under Federal or state law or
regulation would prevent the Letter of Credit Issuer from maintaining the Letter
of Credit,  then, in any of such events, the Borrower shall not thereafter issue
or sell any  Commercial  Paper  without  the  written  approval of the Letter of
Credit  Issuer  and the Agent,  and the  Letter of Credit  Issuer may cancel the
Letter of Credit  (effective  on the first day  thereafter  on which there is no
longer any Commercial Paper  outstanding) by giving the Borrower,  the Agent and
the  Depositary  written  notice  thereof.  The Letter of Credit  Issuer and the

Borrower each agree to notify each other upon first  learning of the  occurrence
of any event described in clauses (i) through (iv) above.

     (f) If upon  the  occurrence  and  during  the  continuance  of an Event of
Default  the Agent  shall,  pursuant  to Section 10  hereof,  declare  the Total
Commitment to be terminated, then (x) the Letter of Credit Issuer shall have the
right to require the  Depositary  to surrender the Letter of Credit to it on the
earliest to occur of the following  dates,  as applicable:  (1) the date of such
declaration  if no  Commercial  Paper  shall  then  be  outstanding  or  (2)  if
Commercial Paper shall then be outstanding,  on the Business Day next succeeding
the date on which there is no longer outstanding any Commercial Paper and (y) as
set forth in Section 3 of the  Depositary  Agreement,  no additional  Commercial
Paper shall be issued.

     (g) The  Borrower  shall  have  the  right  to cause  the  termination  and
cancellation of the Letter of Credit by delivery to the  Depositary,  the Agent,
and each of the Banks a notice to such effect and specifying therein the date of
such cancellation (the "Letter of Credit  Termination  Date"),  which date shall
not occur on any date on which there is outstanding any Commercial Paper.

     (h) The  Letter of  Credit  Issuer  shall  have the  right to  require  the
Depositary  to  surrender  the  Letter  of  Credit  to it on  the  Business  Day
immediately following the Expiry Date.

     (i) Promptly upon the  occurrence of any Unpaid Drawing under the Letter of
Credit, the Letter of Credit Issuer shall notify the Agent thereof.

     3.02  Agreement  to Repay  Disbursements  Under  Letter of Credit.  (a) The
Borrower  hereby agrees to reimburse the Letter of Credit Issuer in  immediately
available  funds by making payment to the Letter of Credit Issuer at its Payment
Office (or by a charge to the  Commercial  Paper  Account as provided in Section
3.03(c)),  for each payment made under the Letter of Credit  honoring any demand
for payment  (each a  "Drawing")  made by the  Depositary  thereunder  (all such
amounts so paid until reimbursed,  "Unpaid Drawings"),  such reimbursement to be
due on the date of the  Drawing,  with  interest  on the amount so paid from and
including  the date  paid,  to the extent not  reimbursed  when due,  to but not
including the date of  reimbursement  therefor.  Interest on the Unpaid Drawings

shall be payable at a rate per annum equal to 2% per annum in excess of the Base
Rate until reimbursed.

     (b)  Promptly   following  the  Letter  of  Credit   Issuer's   receipt  of
reimbursement  with respect to Unpaid Drawings the Letter of Credit Issuer shall
inform the Agent thereof.

     (c) The  Borrower's  obligation  to reimburse  the Letter of Credit  Issuer
under this  Section  3.02 with  respect to Unpaid  Drawings  shall be  absolute,
unconditional  and irrevocable,  and such Unpaid Drawings shall be paid strictly
in accordance with the terms of this Agreement,  under any and all circumstances
and  irrespective  of any set-off,  counterclaim or defense to payment which the
Borrower  may  have or have  had  against  the  Letter  of  Credit  Issuer,  any
Participant or the  Depositary or any of their  affiliates,  including  (without
limitation)  any defense  based on the failure of such payment to conform to the
terms of the Letter of Credit or any  failure of the  Borrower to receive all or
any part of the proceeds of the sale of  Commercial  Paper with respect to which
demand for payment under the Letter of Credit was made by the  Depositary or any
nonapplication  or  misapplication  by the  Depositary  of the  proceeds of such
demand for payment; provided, that such payment shall not constitute a waiver of
any claims or rights which the Borrower may have.

     (d) Notwithstanding anything to the contrary contained in this Agreement or
any  other  Credit  Document,   but  without  limiting  any  of  the  Borrower's
obligations  pursuant to any other Section of this Agreement or any other Credit
Document, on any day on which both (i) Commercial Paper matures (such Commercial
Paper, "Maturing Commercial Paper") and (ii) new Commercial Paper will be issued
(such Commercial  Paper, "New Commercial  Paper"),  the Borrower will pay to the
Letter of Credit  Issuer an amount equal to (x) the face amount of such Maturing
Commercial  Paper  less (y) the  proceeds  from the sale of such New  Commercial
Paper (net of the discount  applicable thereto and all fees to be paid from such
proceeds to the dealer or dealers in respect  thereof)  expected to be deposited
on such date in the Commercial  Paper Account in accordance with Section 3.03(c)
of this Agreement and Section 1 of the Depositary Agreement,  such payment to be
made prior to the issuance of such New Commercial  Paper and to be  specifically
designated for the purpose of reimbursing,  in part, the Letter of Credit Issuer
for the Unpaid  Drawing that will result on such date as a result of the Drawing
the proceeds of which will be deposited  into the L/C Account for the purpose of
paying such Maturing Commercial Paper.

     3.03 Issuance of  Commercial  Paper.  (a) The Borrower  agrees that it will
issue  Commercial  Paper  only in the  manner,  at the times and in the  amounts
provided  for herein and in the  Depositary  Agreement.  Each note  constituting
Commercial Paper shall: (1) be substantially in the form of Exhibit G hereto and
completed in accordance with the Depositary Agreement,  (2) be dated the date of
issuance  thereof,  (3) be made payable to the order of a named payee or bearer,
(4) have a stated  maturity  date which  shall not be later than the  earlier to
occur of (A) the 270th day next  succeeding  the date of its issuance or (B) the
16th day next  preceding the Expiry Date,  and (5) be issued on a discount basis
in a face  amount of at least  $100,000.  Any  Commercial  Paper so issued on or
after the Restatement  Effective Date shall be deemed to be Tranche A Commercial
Paper for all purposes of this Agreement and the other Credit  Documents  unless
at the time of the issuance thereof the Borrower shall designate such Commercial
Paper as Tranche B Commercial Paper in a writing delivered to the Depositary and
the Agent.

     (b) The face amount of Tranche A Commercial  Paper at any time  outstanding
(after giving effect to all payments of maturing Tranche A Commercial Paper then
being made, to the use of the proceeds of any Commercial Paper then being issued
and to any payments made pursuant to Section  3.02(d) of this  Agreement and the
fourth  paragraph of Section 3(a) of the Depositary  Agreement) shall not exceed
an  amount  equal to (i) the  Total  Tranche  A Loan  Commitment  less  (ii) the
aggregate  outstanding  principal amount of (x) all Tranche A Loans and, (y) all
Unpaid  Drawings in respect of Tranche A  Commercial  Paper.  The face amount of
Tranche B Commercial Paper at any time  outstanding  (after giving effect to all
payments of maturing  Tranche B Commercial  Paper then being made, to the use of
the proceeds of any Commercial  Paper then being issued and to any payments made
pursuant  to Section  3.02(d) of this  Agreement  and the  fourth  paragraph  of
Section 3(a) of the  Depositary  Agreement)  shall not exceed an amount equal to
(i) the Total  Tranche B Loan  Commitment  less (ii) the  aggregate  outstanding
principal  amount  of (x) all  Tranche B Loans and (y) all  Unpaid  Drawings  in
respect  of  Tranche  B  Commercial  Paper.  The  Borrower  will not  issue  any
Commercial  Paper at any time when the conditions set forth in Section 6 are not
satisfied.  If the Agent has actual  knowledge that any conditions  precedent to
the  issuance  of  Commercial  Paper are not  satisfied,  it shall so notify the
Depositary.

     (c) All  proceeds  from the sale of  Commercial  Paper  shall be  initially
deposited by the  Depositary in the  Commercial  Paper  Account.  On each day on
which funds are so deposited in the Commercial Paper Account,  the Depositary is

authorized by the Borrower  (which  authorization  is  irrevocable)  to promptly
transfer  to the Letter of Credit  Issuer the  balance of the  Commercial  Paper
Account to be applied by the Letter of Credit Issuer in the following order: (i)
to reimburse  the Letter of Credit Issuer for all its Unpaid  Drawings,  (ii) to
pay  accrued  interest  thereon as  provided  in Section  3.02(a),  and (iii) to
satisfy all other  obligations  of the  Borrower to the Letter of Credit  Issuer
then due and payable hereunder. Any balance remaining after application pursuant
to the preceding  sentence  shall be transferred to the Agent and applied to any
other outstanding  Obligations then due and payable. Any balance remaining after
application  pursuant to the two  preceding  sentences  shall be released to the
Borrower as the Borrower shall direct.

     (d) The Letter of Credit  Issuer shall  utilize  funds removed from the L/C
Account and paid to it pursuant to Section 4 of the Depositary  Agreement to the
extent  thereof,  to reimburse the Letter of Credit Issuer for Unpaid  Drawings,
with accrued interest thereon as provided in Section 3.02(a).  Any funds paid to
the Letter of Credit Issuer as described in the preceding sentence and remaining
after the application  described in the preceding  sentence shall be transferred
to the  Agent and  applied  to any other  outstanding  Obligations  then due and
payable.  Any balance remaining after application  pursuant to the two preceding
sentences shall be released to the Borrower as the Borrower shall direct.

     (e) Notwithstanding anything to the contrary contained in this Agreement or
any other Credit Document, all commercial paper issued under the Existing Credit
Agreement  prior  to the  Restatement  Effective  Date  and  outstanding  on the
Restatement Effective Date shall constitute Commercial Paper hereunder,  with an
amount equal to 88% of each such outstanding  Commercial Paper note being deemed
for all purposes to be Tranche A Commercial  Paper and an amount equal to 12% of
each such outstanding  Commercial Paper note being deemed for all purposes to be
Tranche B Commercial  Paper. As of its execution and delivery of this Agreement,
the Borrower estimates that the face amount of such outstanding Commercial Paper
as of the Restatement  Effective Date shall be $160,000,000.  On the Restatement
Effective Date, the Borrower shall deliver to the Agent a schedule setting forth
the face amount of all such outstanding Commercial Paper as of such date.

     (f) Any  Commercial  Paper issued in accordance  with the Credit  Documents
prior to the  earliest  of (x) the Expiry  Date;  (y) the time of receipt by the

Depositary  of the request  from the Letter of Credit  Issuer to  surrender  the
Letter of Credit pursuant to Section 3.01(f) of the Credit Agreement; or (z) the
time of receipt by the  Depositary of the notice from the Borrower of the Letter
of Credit Termination Date, shall be supported by the Letter of Credit.

     Section 4. Commitment Fee; Fees; Reductions of Commitments; Expiry Date.

     4.01 Fees. (a) The Borrower agrees to pay to the Agent for  distribution to
each Bank,  a  Commitment  fee (the  "Commitment  Fee") for the period  from the
Restatement  Effective  Date until the Expiry Date (or such  earlier date as the
Total Commitment shall have been terminated)  computed at a rate for each fiscal
quarter of the Borrower  equal to the  Commitment Fee Percentage for such fiscal
quarter  multiplied  by the daily  average  Unutilized  Commitment  of such Bank
during such quarter. For purposes of the preceding sentence, the "Commitment Fee
Percentage" for any fiscal quarter shall mean a rate per annum equal to the rate
per annum set forth below  opposite  the ratio of the  Guarantor's  Consolidated
Indebtedness  (as defined in the  Guaranty) for the then  immediately  preceding
fiscal  quarter to Net Cash Flow (as defined in the  Guaranty) for the period of
four consecutive  fiscal quarters (taken as one accounting  period) ended on the
last day of such immediately preceding fiscal quarter:

                       Ratio                      Percentage
                       -----                      ----------
                  Less than 3.25:1                  0.175%
                  3.25:1 and above                  0.200%

Accrued  Commitment  Fees shall be due and payable  quarterly  in arrears on the
last Business Day of each March,  June,  September and December of each year and
on the Expiry Date or upon such  earlier date as the Total  Commitment  shall be
terminated.

     (b) The Borrower agrees to pay to the Agent for distribution to each Bank a
Letter of  Credit  fee (the  "Letter  of Credit  Fee") for the  period  from the
Restatement  Effective  Date until the Expiry Date (or such  earlier date as the
Letter of Credit shall have been terminated and the Total  Commitment shall have
been  terminated)  computed  at a rate for each fiscal  quarter of the  Borrower
equal to the L/C  Percentage  for such fiscal  quarter  multiplied  by the daily
average  Outstanding  Commercial  Paper  Participation  of such Bank during such

quarter.  For purposes of the preceding  sentence,  the "L/C Percentage" for any
fiscal quarter shall mean a rate per annum equal to the rate per annum set forth
below  opposite  the  ratio of the  Guarantor's  Consolidated  Indebtedness  (as
defined in the Guaranty) for the then  immediately  preceding  fiscal quarter to
Net Cash Flow (as defined in the  Guaranty)  for the period of four  consecutive
fiscal quarters  (taken as one accounting  period) ended on the last day of such
immediately preceding fiscal quarter:

                       Ratio                    Percentage
                       -----                    ----------
                  Less than 3.25:1.0              0.40%
                  3.25:1 and above                0.45%

Accrued  Letter of Credit Fees shall be due and payable  quarterly in arrears on
the last Business Day of each March,  June,  September and December of each year
and on the Expiry Date or upon such earlier date as the Total  Commitment  shall
be terminated.

     (c) The Borrower shall pay to the Agent, for its own account,  such fees as
may be agreed to from time to time between the Borrower and the Agent.

     (d) The  Borrower  shall pay to the  Letter of Credit  Issuer,  for its own
account,  such fees as may be agreed to from time to time  between the  Borrower
and the Letter of Credit Issuer.

     (e) The  Borrower  shall pay to the  Letter of Credit  Issuer,  for its own
account,  a fee of $2,000 with respect to each  transfer of the Letter of Credit
to a new beneficiary.

     4.02  Termination  of  Commitments.  (a)  On the  Expiry  Date,  the  Total
Commitment (and the Commitment of each Bank) shall terminate in its entirety.

     (b) Upon at least  five  Business  Days'  prior  notice to the Agent at its
Notice  Office (which  notice the Agent shall  promptly  transmit to each of the
Banks), the Borrower shall have the right, without premium or penalty, to reduce
or terminate the Total Commitment in whole or in part, in integral  multiples of
$10,000,000, provided that (i) any such reduction or termination must be applied
to reduce  the  Total  Tranche A Loan  Commitment  and the Total  Tranche B Loan
Commitment  on a pro rata basis,  (ii) no such  reduction of the Total Tranche A
Loan  Commitment  may exceed the  Unutilized  Total Tranche A Commitment at such
time,  (iii) no such reduction of the Total Tranche B Loan Commitment may exceed

the  Unutilized  Total  Tranche  B  Commitment  at such  time  and (iv) any such
reduction of the Total  Tranche A Loan  Commitment  or the Total  Tranche B Loan
Commitment shall apply  proportionately  to reduce the Tranche A Loan Commitment
or Tranche B Loan Commitment, as the case may be, of each Bank.

     4.03 Expiry Date. The "Expiry Date" of the Total  Commitment  shall be June
30,  1997;  provided,  however,  that on or  before  (but not more  than 60 days
before) May 1, 1996 and on or before (but not more than 60 days before) May 1 of
every second year  thereafter,  the  Borrower may make a written  request to the
Agent,  who shall  forward a copy of each such  request  to the Letter of Credit
Issuer and to each of the Banks,  that the Expiry Date be extended to June 30 of
the third next  succeeding  calendar year (e.g., in the case of any such request
made in 1996,  that the Expiry Date be extended to June 30, 1999).  Such request
shall be  accompanied  by a  certificate  of a senior  officer  of the  Borrower
stating that no Default or Event of Default has occurred and is continuing.  If,
by the June 1 next  succeeding  the  delivery of such  request,  the Agent,  the
Letter of Credit Issuer and each of the Banks agree thereto in writing,  "Expiry
Date" shall mean such June 30. The Agent  shall  notify the  Depositary  and the
Letter of Credit Issuer of the effectiveness of any such extension.  Neither the
Agent,  the Letter of Credit Issuer nor any Bank shall be obligated to grant any
extensions  pursuant to this Section 4.03 and any such extension shall be in the
sole discretion of each of them.

     Section 5. Prepayments; Payments.

     5.01 Voluntary Prepayments. The Borrower shall have the right to prepay the
Loans,  without premium or penalty, in whole or in part from time to time on the
following  terms and  conditions:  (i) the Borrower  shall give the Agent at its
Notice  Office at least two Business  Days' prior notice of its intent to prepay
the Loans,  the amount of such  prepayment,  whether the Loans to be prepaid are
Tranche A Loans or Tranche B Loans,  the Types of Loans to be  prepaid,  and, in
the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant
to which made,  which  notice the Agent shall  promptly  transmit to each of the
Banks with Commitments under the respective Tranche;  (ii) each prepayment shall
be in an aggregate  principal  amount of at least $1,000,000 in the case of Base
Rate Loans and $3,000,000 in the case of Eurodollar Rate Loans, provided that no
partial  prepayment  made pursuant to any Borrowing shall reduce the outstanding
Loans made pursuant to such  Borrowing to an amount less than  $1,000,000 in the

case of Base Rate Loans and  $3,000,000  in the case of  Eurodollar  Rate Loans;
(iii)  prepayments  of Eurodollar  Rate Loans made pursuant to this Section 5.01
may only be made on the last day of an Interest Period applicable thereto unless
prior thereto the Borrower shall have paid in full all amounts  requested by any
of the Banks  pursuant to Section 2.11;  and (iv) each  prepayment in respect of
any Loans made  pursuant  to a  Borrowing  shall be applied  pro rata among such
Loans.

     5.02  Mandatory  Prepayments.  (a)  On  any  day  on  which  the  aggregate
outstanding  principal  amount of the Tranche A Loans plus the outstanding  face
amount of Tranche A Commercial  Paper plus Unpaid Drawings in respect of Tranche
A  Commercial  Paper  exceeds  the Total  Tranche A Loan  Commitment  as then in
effect,  the Borrower shall prepay principal of the Tranche A Loans in an amount
equal to such excess.

     (b) On any day on which the aggregate  outstanding  principal amount of the
Tranche B Loans plus the outstanding  face amount of Tranche B Commercial  Paper
plus Unpaid Drawings in respect of Tranche B Commercial  Paper exceeds the Total
Tranche B Loan Commitment as then in effect, the Borrower shall prepay principal
of the Tranche B Loans in an amount equal to such excess.

     (c) With respect to each prepayment of Loans required by this Section 5.02,
the  Borrower may  designate  the Types of Loans which are to be prepaid and, in
the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant
to which made,  provided  that: (i)  prepayments  of Eurodollar  Rate Loans made
pursuant  to this  Section  5.02 may only be made on the last day of an Interest
Period  applicable  thereto unless all  Eurodollar  Rate Loans of the respective
Tranche with Interest Periods ending on such date of required prepayment and all
Base Rate Loans of the  respective  Tranche have been paid in full;  (ii) if any
prepayment of Eurodollar  Rate Loans made pursuant to a single  Borrowing  shall
reduce the  outstanding  Loans made pursuant to such Borrowing to an amount less
than $3,000,000, such outstanding Loans shall immediately be converted into Base
Rate Loans;  and (iii) each prepayment of any Loans made pursuant to a Borrowing
shall be applied pro rata among such Loans.  In the absence of a designation  by
the Borrower as described in the preceding sentence, the Agent shall, subject to
the above, make such designation in its sole discretion.

     5.03 Method and Place of Payment. Except as otherwise specifically provided
herein or in the Depositary Agreement,  all payments under this Agreement or any

Note shall be made to the Agent for the  account  of the Bank or Banks  entitled
thereto not later than 1:00 P.M.  (New York time) on the date when due and shall
be made in Dollars in immediately  available  funds at the Payment Office of the
Agent.  Whenever  any  payment to be made  hereunder  or under any Note shall be
stated  to be due on a day which is not a  Business  Day,  the due date  thereof
shall be extended  to the next  succeeding  Business  Day and,  with  respect to
payments of principal,  interest shall be payable at the applicable  rate during
such extension.

     5.04 Net Payments. (a) All payments made by the Borrower hereunder or under
any Note will be made without setoff,  counterclaim  or other defense.  All such
payments  will be made free and clear of, and without  deduction or  withholding
for, any present or future taxes, levies, imposts,  duties, fees, assessments or
other charges of whatever nature now or hereafter imposed by any jurisdiction or
by any  political  subdivision  or taxing  authority  thereof  or  therein  (but
excluding,  except as provided below,  any tax imposed on or measured by the net
income of a Bank  pursuant  to the laws of the  jurisdiction  (or any  political
subdivision  or taxing  authority  thereof or  therein)  in which the  principal
office or Applicable  Lending  Office of such Bank is located) and all interest,
penalties or similar liabilities with respect thereto  (collectively,  "Taxes").
The Borrower shall also reimburse  each Bank,  upon the written  request of such
Bank,  for taxes  imposed on or measured by the net income of such Bank pursuant
to the  laws  of the  jurisdiction  (or  any  political  subdivision  or  taxing
authority  thereof  or  therein)  in which the  principal  office or  Applicable
Lending Office of such Bank is located as such Bank shall  determine are payable
by such Bank in respect of amounts paid to or on behalf of such Bank pursuant to
the  preceding  sentence.  If any Taxes are so levied or imposed,  the  Borrower
agrees to pay the full amount of such Taxes and such  additional  amounts as may
be  necessary  so that every  payment of all amounts due  hereunder or under any
Note, after withholding or deduction for or on account of any Taxes, will not be
less than the amount  provided  for herein or in such Note.  The  Borrower  will
furnish to the Agent  within 45 days after the date the  payment of any Taxes is
due pursuant to applicable law certified copies of tax receipts  evidencing such
payment by the  Borrower.  The Borrower  will  indemnify  and hold harmless each
Bank,  and reimburse such Bank upon its written  request,  for the amount of any
Taxes so levied or imposed and paid by such Bank.

     (b)  Prior  to the  Restatement  Effective  Date,  and  from  time  to time
thereafter if requested by the Borrower, each Bank organized under the laws of a
jurisdiction outside the United States shall provide the Borrower with the forms
prescribed by the Internal Revenue Service of the United States  (currently Form
4224  or  Form  1001)  certifying  such  Bank's  exemption  from  United  States
withholding taxes with respect to all payments to be made to such Bank hereunder
and under the Notes as at the date of such certificate.  Unless the Borrower has
received forms or other  documents  satisfactory  to it indicating that payments
hereunder or under any Note are not subject to United States  withholding tax or
are  subject to such tax at a rate  reduced by an  applicable  tax  treaty,  the
Borrower shall  withhold  taxes from such payments at the  applicable  statutory
rate in the case of  payments to or for any Bank  organized  under the laws of a
jurisdiction  outside the United States. If any Bank organized under the laws of
a jurisdiction  outside the United States fails to provide the Borrower with the
prescribed forms referred to in the first sentence of this Section 5.04(b),  the
Borrower shall not be required to compensate such Bank under Section 5.04(a) for
the amount of taxes withheld  pursuant to the  immediately  preceding  sentence;
provided that this sentence shall be  inapplicable  to any Bank that is not able
to make the  certification  set forth in such prescribed  forms as a result of a
change in United States  federal  income tax law,  regulation or  interpretation
occurring after the Restatement Effective Date, or to an amendment, modification
or  revocation  of an  applicable  tax treaty or a change in  official  position
regarding the application or  interpretation  thereof,  in each case,  occurring
after the Restatement Effective Date.

     Section 6. Conditions  Precedent.  Each Credit Event is subject (except and
to the extent as  hereinafter  indicated) to the  satisfaction  of the following
conditions with each Credit Event  constituting a representation and warranty by
the  Borrower  that the  conditions  specified  in  Section  6.03 below are then
satisfied:

     6.01 Rating Letter.  On the Restatement  Effective Date,  Moody's Investors
Service, Inc. ("Moody's") and Standard & Poor's Ratings Group ("S&P") shall have
given the Commercial  Paper its highest rating and the Agent shall have received
a copy of a letter (a  "Rating  Letter")  from each of  Moody's  and S&P to such
effect and at the time of each  issuance of  Commercial  Paper,  a Rating Letter
from Moody's and S&P to such effect shall be in effect and each shall have given
such Commercial Paper its highest rating.

     6.02 Notes. On the date of the first  Borrowing  hereunder there shall have
been delivered to the Agent for the account of each of the Banks the appropriate
Note executed by the Borrower in the amount,  maturity and as otherwise provided
herein.

     6.03 No Default; Representations and Warranties. At the time of each Credit
Event and also after giving  effect  thereto (i) there shall exist no Default or
Event of Default and (ii) all  representations and warranties con- tained herein
or in the other  Credit  Documents  shall be true and  correct  in all  material
respects with the same effect as though such  representations and warranties had
been made on and as of the date of such Credit Event, other than representations
and  warranties  stated to be correct as of a date certain which shall have been
true and correct in all material respects on such date certain.

     6.04 Opinions of Counsel.  On the  Restatement  Effective  Date,  the Agent
shall  have  received  from Davis & Gilbert,  counsel  to the  Borrower  and the
Guarantor,  an opinion  addressed to each of the Banks and dated the Restatement
Effective  Date  substantially  in the form of Exhibit C and covering such other
matters  incident  to the  transactions  contemplated  herein  as any  Bank  may
reasonably request.

     6.05  Subsequent  Legal  Opinions.  If,  at the  time of any  Credit  Event
subsequent to the  Restatement  Effective Date, any Bank or the Letter of Credit
Issuer shall have  requested  same,  the Agent shall have  received from counsel
(who shall be reasonably satisfactory to the Required Banks) for the Borrower an
opinion in form and substance satisfactory to the Banks and the Letter of Credit
Issuer,  addressed  to the Banks and the  Letter of Credit  Issuer and dated the
date of such Credit Event, covering such of the matters set forth in the opinion
of counsel  required to be delivered  pursuant to Section 6.04 as the requesting
Bank or the Letter of Credit Issuer shall specify or such other matters incident
to the transactions  contemplated herein as the requesting Bank or the Letter of
Credit Issuer may reasonably request.

     6.06 Corporate  Documents;  Proceedings.  (a) On the Restatement  Effective
Date,  the Agent  shall  have  received  a  certificate,  dated the  Restatement
Effective  Date,  signed by the President or any Vice President of the Borrower,
and attested to by the Secretary or any Assistant Secretary of the Borrower,  in
the form of Exhibit D-1 with appropriate insertions, together with copies of the

Certificate of Incorporation  and By-Laws of the Borrower and the resolutions of
the Borrower referred to in such certificate.

     (b) On the  Restatement  Effective  Date,  the Agent shall have  received a
certificate,  dated the Restatement  Effective Date,  signed by the President or
any Vice  President of the  Guarantor  and  attested to by the  Secretary or any
Assistant  Secretary  of the  Guarantor,  in  the  form  of  Exhibit  D-2,  with
appropriate insertions, together with copies of the Certificate of Incorporation
and By-Laws of the Guarantor and the Resolutions of the Guarantor referred to in
such Certificate.

     (c) All corporate and legal  proceedings and all instruments and agreements
in connection with the transactions contemplated in this Agreement and the other
Credit  Documents shall be satisfactory in form and substance to the Banks,  and
the Agent shall have  received all  information  and copies of all documents and
papers,  including records of corporate proceedings and governmental  approvals,
if any, which any Bank  reasonably  may have requested in connection  therewith,
such documents and papers where  appropriate to be certified by proper corporate
or governmental authorities.

     6.07  Amended and  Restated  Participation  Agreement.  On the  Restatement
Effective  Date,  the  condition  specified in Section  3.01(b)  shall have been
satisfied.

     6.08 Guaranty.  On the Restatement Effective Date, the Guarantor shall have
duly authorized,  executed and delivered an amended and restated Guaranty in the
form of Exhibit K (as modified,  supplemented, or amended from time to time, the
"Guaranty"),  and such Guaranty shall be in full force and effect as of the date
of each Credit Event.

     6.09 Commercial  Paper.  At the time of the initial  issuance of Commercial
Paper,  the  Letter of Credit  shall  have been  issued  and on the date of each
subsequent  issuance of Commercial Paper, the Letter of Credit  Termination Date
shall not have occurred.

     6.10 Existing Credit Agreement. On the Restatement Effective Date all loans
under the Existing Credit  Agreement  shall have been or  concurrently  with the
incurrence of Loans hereunder on the Restatement Effective Date shall be, repaid
in full,  together with all accrued but unpaid interest  thereon,  and all other
amounts  owing  pursuant to the Existing  Credit  Agreement  (including  without

limitation all accrued but unpaid Fees (as defined therein), whether or not then
otherwise due and payable) shall have been paid in full.

     6.11 Existing Letter of Credit.  The letter of credit outstanding under the
Existing Credit  Agreement shall have been or concurrently  with the issuance of
the  Letter of Credit  hereunder  on the  Restatement  Effective  Date shall be,
returned by the  Depositary  to the Letter of Credit Issuer and cancelled by the
Letter of Credit Issuer.

     The  acceptance  of the  benefits of each Credit  Event shall  constitute a
representation  and  warranty by the  Borrower to each of the Banks that all the
conditions  specified  in Section  6.03  exist as of that  time.  All the Notes,
certificates,  legal opinions and other documents and papers referred to in this
Section 6, unless  otherwise  specified,  shall be delivered to the Agent at the
Agent's  Notice Office for the account of each of the Banks and,  except for the
Notes,  in  sufficient   counterparts  for  each  of  the  Banks  and  shall  be
satisfactory in form and substance to the Banks.

     Section 7. Representations,  Warranties and Agreements.  In order to induce
the  Banks to enter  into this  Agreement  and to make the Loans and to issue or
participate  in  the  Letter  of  Credit,   the  Borrower  makes  the  following
representations, warranties and agreements as of the Restatement Effective Date,
which shall survive the  execution and delivery of this  Agreement and the Notes
and the making of the Loans and the issuance of the Letter of Credit.

     7.01 Corporate  Status.  Each of the Borrower and its Subsidiaries (i) is a
duly organized and validly existing  corporation in good standing under the laws
of the  jurisdiction of its  incorporation,  (ii) has the power and authority to
own its  property and assets and to transact the business in which it is engaged
and (iii) is duly  qualified as a foreign  corporation  and in good  standing in
each jurisdiction  where the ownership,  leasing or operation of property or the
conduct of its business requires such qualification, except where the failure to
be so  qualified  could not have a  material  adverse  effect  on the  business,
operations, property, assets, condition (financial or otherwise) or prospects of
the Borrower or of the Borrower and its Subsidiaries taken as a whole.

     7.02 Corporate Power and Authority. The Borrower has the corporate power to
execute,  deliver  and perform  the terms and  provisions  of each of the Credit
Documents to which it is party and has taken all necessary  corporate  action to

authorize the execution,  delivery and  performance by it of each of such Credit
Documents. The Borrower has, or in the case of all Commercial Paper, when issued
will have, duly executed and delivered each of the Credit  Documents to which it
is  party,  and each of such  Credit  Documents  constitutes  or, in the case of
Commercial  Paper,  when issued in accordance with the provisions  hereof and of
the  Depositary  Agreement,  will  constitute,  its  legal,  valid  and  binding
obligation enforceable in accordance with its terms except as the enforceability
thereof may be limited by applicable bankruptcy,  insolvency,  reorganization or
other  similar  laws  affecting  creditors'  rights  generally  and  by  general
equitable  principles  (regardless  of whether  the issue of  enforceability  is
considered in a proceeding in equity or at law).

     7.03 No Violation.  Neither the  execution,  delivery or performance by the
Borrower of the Credit  Documents to which it is a party,  nor  compliance by it
with the terms and provisions thereof,  (i) will contravene any provision of any
law, statute, rule or regulation or any order, writ, injunction or decree of any
court or governmental  instrumentality,  (ii) will conflict or be inconsis- tent
with or  result in any  breach of any of the  terms,  covenants,  conditions  or
provisions  of, or  constitute  a default  under,  or result in the  creation or
imposition  of (or the  obligation to create or impose) any Lien upon any of the
property or assets of the  Borrower or any of its  Subsidiaries  pursuant to the
terms  of any  indenture,  mortgage,  deed  of  trust,  credit  agreement,  loan
agreement or any other  agreement,  contract or instrument to which the Borrower
or any of its  Subsidiaries  is a party or by which it or any of its property or
assets  is bound  or to  which it may be  subject  or  (iii)  will  violate  any
provision of the Certificate of  Incorporation or By-Laws of the Borrower or any
of its Subsidiaries.

     7.04  Governmental  Approvals.  No  order,  consent,   approval,   license,
authorization  or  validation  of, or filing,  recording  or  registration  with
(except as have been obtained or made prior to the Restatement  Effective Date),
or  exemption  by,  any  governmental  or  public  body  or  authority,  or  any
subdivision  thereof,  is required to  authorize,  or is required in  connection
with, (i) the  execution,  delivery and  performance  of any Credit  Document to
which the Borrower is a party or (ii) the legality,  validity, binding effect or
enforceability of any such Credit Document.

     7.05 Litigation.  There are no actions, suits or proceedings pending or, to
the best  knowledge of the Borrower,  threatened  (i) with respect to any Credit
Document or (ii) that are reasonably  likely to materially and adversely  affect

the business,  operations,  property, assets, condition (financial or otherwise)
or prospects of the Borrower or of the Borrower and its Subsidiaries  taken as a
whole.

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

     7.07 Use of Proceeds; Margin Regulations.  All proceeds of each Loan and of
Commercial Paper shall be used by the Borrower for general  corporate  purposes;
provided that no part of the proceeds of any Loan or any  Commercial  Paper will
be used by the  Borrower  to  purchase  or carry any  Margin  Stock or to extend
credit to others for the purpose of  purchasing  or carrying any Margin Stock in
violation  of  Regulation  G, T, U or X of the Board of Governors of the Federal
Reserve  Board.  Not more than 25% of the value of the assets of the Borrower or
the  Borrower  and its  Subsidiaries  subject to the  restrictions  contained in
Section 9 of the Credit  Agreement  constitute  Margin Stock and, at the time of
each Credit Event,  not more than 25% of the value of the assets of the Borrower
or the Borrower and its Subsidiaries  subject to the  restrictions  contained in
Section 9 of the Credit Agreement will constitute Margin Stock.  Notwithstanding
the foregoing  provisions  of this Section  7.07,  the Borrower will not use the
proceeds of any Loan or any  Commercial  Paper to purchase the capital  stock of
any corporation in a transaction,  or as part of a series of  transactions,  (i)
the purpose of which is, at the time of any such purchase, to acquire control of
such  corporation  or (ii) the result of which is the ownership by the Guarantor
and its Subsidiaries  (including without limitation the Borrower) of 10% or more
of the  capital  stock  of such  corporation,  in  either  case if the  Board of
Directors of such  corporation  has publicly  announced  its  opposition to such
transaction.

     7.08 Tax Returns and  Payments.  Each of the Borrower and its  Subsidiaries
has filed all tax  returns  required  to be filed by it and has paid all  income
taxes payable by it which have become due pursuant to such tax re- turns and all
other taxes and  assessments  payable by it which have  become  due,  other than
those not yet  delinquent  and except for those  contested in good faith and for
which  adequate  reserves  have been  established.  Each of the Borrower and its
Subsidiaries  has paid,  or has  provided  adequate  reserves (in the good faith
judgment of the  management of the Borrower) for the payment of, all federal and
state  income  taxes  applicable  for all prior fiscal years and for the current
fiscal year to the date hereof.

     7.09  Compliance  with ERISA.  Each Plan is in substantial  compliance with
ERISA;  no Plan is  insolvent  or in  reorganization,  no Plan  has an  Unfunded
Current  Liability,  and no Plan has an accumulated or waived funding deficiency
or permitted  decreases in its funding  standard  account  within the meaning of
Section  412 of the  Code;  neither  the  Borrower  or any  Subsidiary  or ERISA
Affiliate of the  Borrower has incurred any material  liability to or on account
of a Plan pursuant to Section 515, 4062,  4063,  4064,  4201 or 4204 of ERISA or
expects to incur any liability under any of the foregoing sections on account of
the  termination  of  participation  in or  contributions  to any such Plan;  no
proceedings  have been  instituted to terminate  any Plan;  no condition  exists
which  presents a material  risk to the Borrower or any of its  Subsidiaries  of
incurring  a  liability  to or on account of a Plan  pursuant  to the  foregoing
provisions of ERISA and the Code; no Lien imposed under the Code or ERISA on the
assets of the Borrower or any of its  Subsidiaries  exists or is likely to arise
on account of any Plan;  and the Borrower  and its  Subsidiaries  may  terminate
contributions  to any other  employee  benefit plans  maintained by them without
incurring any material liability to any Person interested therein.

     7.10 Subsidiaries. As of June 30, 1994, the corporations listed on Schedule
III are the only  Subsidiaries  of the  Borrower.  Schedule III  correctly  sets
forth,  as of June 30, 1994, the percentage  ownership  (direct and indirect) of
the Borrower in each class of capital stock of each of its Subsidiaries and also
identifies the direct owner thereof.

     7.11  Compliance  with  Statutes,   etc.  Each  of  the  Borrower  and  its
Subsidiaries  is in compliance  with all applicable  statutes,  regulations  and
orders of, and all applicable  restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership

of  its  property  (including  applicable  statutes,   regulations,  orders  and
restrictions  relating to  environmental  standards and  controls),  except such
noncompliances as would not, in the aggregate, have a material adverse effect on
the business,  operations,  property, assets, condition (financial or otherwise)
or prospects of the Borrower or of the Borrower and its Subsidiaries  taken as a
whole.

     7.12  Investment   Company  Act.  Neither  the  Borrower  nor  any  of  its
Subsidiaries  is an  "investment  company"  within the meaning of the Investment
Company Act of 1940, as amended.

     7.13 Public Utility  Holding  Company Act.  Neither the Borrower nor any of
its Subsidiaries is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary  company"
of a "holding  company" within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

     7.14  Commercial   Paper.  All  Commercial  Paper  will  constitute  exempt
securities under Section 3(a)(2) of the Securities Act of 1933, as amended,  and
neither  registration of the Commercial Paper under such Act, nor  qualification
of an indenture with respect to Commercial  Paper under the Trust  Indenture Act
of 1939, as amended,  will be required in connection  with the offer,  issuance,
sale or delivery of Commercial Paper.

     Section 8. Affirmative Covenants. The Borrower covenants and agrees that on
and after the  Restatement  Effective  Date and until the Total  Commitment  has
terminated,  the Letter of Credit has  expired  and the Loans,  Notes and Unpaid
Drawings,  together  with  interest,  Fees and all  other  obligations  incurred
hereunder and thereunder, are paid in full:

     8.01 Information Covenants. The Borrower will furnish to each Bank:

          (a)  Officer's  Certificates.  At  the  time  of the  delivery  of the
     financial  statements  provided  for in  Section  7(a)(i)  and  (ii) of the
     Guaranty,  a certificate of the chief financial  officer of the Borrower to
     the  effect  that,  to the best of his  knowledge,  no  Default or Event of
     Default  has  occurred  and is  continuing  or, if any  Default or Event of
     Default has occurred and is  continuing,  specifying  the nature and extent
     thereof.

          (b) Notice of Default or Litigation. Promptly, and in any event within
     three  Business  Days after an officer of the  Borrower  obtains  knowledge
     thereof,  notice of (i) the  occurrence  of any event which  constitutes  a
     Default or Event of Default, (ii) any litigation or governmental proceeding
     pending  (x) against the  Borrower or any of its  Subsidiaries  which could
     materially and adversely affect the business, operations, property, assets,
     condition  (financial  or  otherwise)  or  prospects of the Borrower or the
     Borrower and its  Subsidiaries  taken as a whole or (y) with respect to any
     Credit Document and (iii) any other event which is likely to materially and
     adversely  affect the business,  operations,  property,  assets,  condition
     (financial  or  otherwise) or prospects of the Borrower or the Borrower and
     its Subsidiaries taken as a whole.

          (c) Other  Reports  and  Filings.  Promptly,  copies of all  financial
     information,  proxy materials and other  information  and reports,  if any,
     which the Borrower shall file with the  Securities and Exchange  Commission
     or any governmental agencies substituted therefor (the "SEC").

          (d) Other  Information.  From time to time, such other  information or
     documents (financial or otherwise) as any Bank may reasonably request.

     8.02 Books, Records and Inspections. The Borrower will, and will cause each
of its  Subsidiaries  to, keep proper books of record and account in which full,
true and  correct  entries in  conformity  with  generally  accepted  accounting
principles  and all  requirements  of law  shall  be made  of all  dealings  and
transactions in relation to its business and activities.  The Borrower will, and
will  cause  each  of  its  Subsidiaries  to,  permit  officers  and  designated
representatives of the Agent or any Bank to visit and inspect, under guidance of
officers  of the  Borrower  or such  Subsidiary,  any of the  properties  of the
Borrower or such  Subsidiary,  and to examine the books of record and account of
the Borrower or such  Subsidiary and discuss the affairs,  finances and accounts
of the Borrower or such  Subsidiary  with, and be advised as to the same by, its
and their  officers,  all at such  reasonable  times and  intervals  and to such
reasonable extent as the Agent or such Bank may request.

     8.03  Corporate  Franchises.  The Borrower will, and will cause each of its
Subsidiaries  to, do or cause to be done,  all things  necessary to preserve and
keep in full force and effect its existence and its material rights, franchises,

licenses and patents; provided, however, that nothing in this Section 8.03 shall
prevent (i) the  withdrawal  by the Borrower or any of its  Subsidiaries  of its
qualification as a foreign corporation in any jurisdiction where such withdrawal
could not have a material adverse effect on the business, operations,  property,
assets,  condition (financial or otherwise) or prospects of the Borrower or such
Subsidiary or (ii) any merger  involving the Borrower or any of its Subsidiaries
to the extent permitted by Section 7(j) of the Guaranty.

     8.04 Compliance with Statutes,  etc. The Borrower will, and will cause each
of its  Subsidiaries  to, comply with all applicable  statutes,  regulations and
orders of, and all applicable  restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of  its  property  (including  applicable  statutes,   regulations,  orders  and
restrictions  relating to  environmental  standards and  controls),  except such
noncompliances as could not, in the aggregate, have a material adverse effect on
the business,  operations,  property, assets, condition (financial or otherwise)
or prospects of the Borrower or of the Borrower and its Subsidiaries  taken as a
whole.

     8.05 ERISA. As soon as possible and, in any event, within 10 days after the
Borrower or any of its  Subsidiaries or ERISA  Affiliates knows or has reason to
know any of the  following,  the  Borrower  will  deliver to each of the Banks a
certificate of the chief financial officer of the Borrower setting forth details
as to such  occurrence  and  such  action,  if any,  which  the  Borrower,  such
Subsidiary  or such ERISA  Affiliate  is required or proposes to take,  together
with any  notices  required  or  proposed to be given to or filed with or by the
Borrower, the Subsidiary,  the ERISA Affiliate,  the PBGC, a Plan participant or
the Plan  administrator  with  respect  thereto:  that a  Reportable  Event  has
occurred,  that an  accumulated  funding  deficiency  has  been  incurred  or an
application  may be or has been  made to the  Secretary  of the  Treasury  for a
waiver or modification of the minimum funding  standard  (including any required
installment  payments) or an extension of any amortization  period under Section
412 of the  Code  with  respect  to a  Plan,  that a  Plan  has  been  or may be
terminated  via a "distress  termination"  as referred to in Section 4041 (c) of
ERISA,  reorganized,  partitioned or declared insolvent under Title IV of ERISA,
that a Plan has an Unfunded Current Liability giving rise to a Lien under ERISA,
that proceedings may be or have been instituted by the PBGC to terminate a Plan,
that a  proceeding  has been  instituted  pursuant  to  Section  515 of ERISA to

collect a delinquent  contribution  to a Plan, or that the Borrower,  any of its
Subsidiaries or ERISA Affiliates will or may incur any liability  (including any
contingent  or secondary  liability) to or on account of the  termination  of or
withdrawal from a Plan under Section 4062, 4063, 4064, 4201 or 4204 of ERISA. In
addition to any  certificates or notices  delivered to the Banks pursuant to the
first sentence hereof,  copies of notices received by the Borrower or any of its
Subsidiaries  required to be delivered to the Banks hereunder shall be delivered
to the Banks no later than 10 days  after the later of the date such  notice has
been  filed  with  the  Internal  Revenue  Service  or the  PBGC,  given to Plan
participants or received by the Borrower or such Subsidiary.

     8.06 End of Fiscal Years;  Fiscal  Quarters.  The Borrower  shall cause (i)
each of its,  and each of its  Subsidiary's,  fiscal years to end on December 31
and (ii) each of its, and each of its  Subsidiary's,  fiscal  quarters to end on
March 31, June 30, September 30 and December 31.

     Section 9. Negative Covenants.

     The  Borrower  covenants  and  agrees  that on and  after  the  Restatement
Effective  Date and until the Total  Commitment  has  terminated,  the Letter of
Credit has  expired  and the Loans,  Notes and Unpaid  Drawings,  together  with
interest, Fees and all other obligations incurred hereunder and thereunder,  are
paid in full:

     9.01  Liens.  The  Borrower  will  not,  and  will  not  permit  any of its
Subsidiaries to, create,  incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal,  tangible or intangible) of
the  Borrower  or  any of its  Subsidiaries,  whether  now  owned  or  hereafter
acquired,  provided  that the  provisions of this Section 9.01 shall not prevent
the creation,  incurrence,  assumption or existence of Liens expressly permitted
under Section 7(i) of the Guaranty.

     9.02 Consolidation, Merger, Sale of Assets, etc. The Borrower will not, and
will not permit any of its  Subsidiaries  to, wind up, liquidate or dissolve its
affairs or enter into any  transaction  of merger or  consolidation,  or convey,
sell, lease or otherwise  dispose of (or agree to do any of the foregoing at any
future time) all or any part of its property or assets, or purchase or otherwise
acquire (in one or a series of related transactions) any part of the property or
assets (other than purchases or other  acquisitions of inventory,  materials and

equipment  in the ordinary  course of business) of any Person,  or permit any of
its Subsidiaries so to do any of the foregoing, except that the Borrower and its
Subsidiaries  may take any of the  foregoing  actions  to the  extent  expressly
permitted under Section 7(j) of the Guaranty.

     9.03 Leases.  The Borrower will not enter into or permit any  Subsidiary to
enter  into any  agreements  to rent or  lease  any  real or  personal  property
(excluding capitalized leases) except in the ordinary course of business.

     9.04 Indebtedness.  The Borrower will not permit any of its Subsidiaries to
contract, create, incur, assume or suffer to exist any Indebtedness,  except (i)
Indebtedness  listed on Schedule II to the Guaranty  ("Existing  Indebtedness"),
(ii)  accrued  expenses  and  current  trade  accounts  payable  incurred in the
ordinary  course of  business,  and  obligations  under trade  letters of credit
incurred by such  Subsidiaries in the ordinary course of business,  which are to
be  repaid  in full  not  more  than one  year  after  the  date on  which  such
Indebtedness  is  originally  incurred to finance the  purchase of goods by such
Subsidiary  and (iii)  obligations  under  letters  of credit  incurred  by such
Subsidiaries  in the  ordinary  course of  business  in support  of  obligations
incurred in connection with worker's  compensation,  unemployment  insurance and
other social security  legislation and (iv)  Indebtedness of Subsidiaries of the
Borrower to the extent permitted under Section 7(l) of the Guaranty.

     9.05 Advances,  Investments and Loans.  The Borrower will not, and will not
permit any of its  Subsidiaries to, lend money or credit or make advances to any
Person,  or purchase or acquire any stock,  obligations or securities of, or any
other interest in, or make any capital contribution to, any other Person, except
as expressly permitted under Section 7(m) of the Guaranty.

     9.06  Transactions  with  Affiliates.  The Borrower  will not, and will not
permit  any of its  Subsidiaries  to,  enter into any  transaction  or series of
related  transactions,  whether or not in the ordinary course of business,  with
any Affiliate of the Borrower,  other than on terms and conditions substantially
as favorable to the Borrower or such  Subsidiary  as would be  obtainable by the
Borrower or such Subsidiary at the time in a comparable arm's-length transaction
with a Person other than an Affiliate.

     9.07  Limitation  on   Restrictions  on  Subsidiary   Dividends  and  Other
Distributions.   The  Borrower  will  not,  and  will  not  permit  any  of  its
Subsidiaries to, directly or indirectly,  create or otherwise cause or suffer to
exist or become  effective any  encumbrance or restriction on the ability of any
such  Subsidiary  to (a) pay  dividends or make any other  distributions  on its
capital stock or any other interest or participation in its profits owned by the
Borrower or any Subsidiary of the Borrower,  or pay any Indebtedness owed to the
Borrower  or a  Subsidiary  of the  Borrower,  (b) make loans or advances to the
Borrower or (c) transfer any of its properties or assets to the Borrower, except
for  such  encumbrances  or  restrictions  existing  under or by  reason  of (i)
applicable  law,  (ii) this  Agreement  or any other  Credit  Document and (iii)
customary provisions restricting subletting or assignment of any lease governing
a leasehold interest of the Borrower or a Subsidiary of the Borrower.

     9.08  Business.  The  Borrower  will not,  and will not  permit  any of its
Subsidiaries  to, engage (directly or indirectly) in any business other than the
business in which it is engaged on the Restatement  Effective Date and any other
reasonably related businesses.

     9.09 Sale of Commercial  Paper.  The Borrower will not retain any dealer or
placement agent with respect to Commercial Paper unless such dealer or placement
agent is approved in writing by the Required  Banks which  consent  shall not be
unreasonably  withheld.  The Banks hereby approve (i) Chase  Securities Inc. and
Goldman Sachs Money Markets, L.P. ("GSMM") to act as placement agent for Tranche
A  Commercial  Paper  and (ii)  GSMM to act as  placement  agent  for  Tranche B
Commercial  Paper.  The Borrower will not permit any offering  circular or other
similar document to contain any description of the Letter of Credit Issuer which
description is not approved by the Letter of Credit Issuer in writing.

     9.10  Dividends.  The Borrower  will not declare or pay any  dividends,  or
return  any  capital,  to its  stockholders  or  authorize  or  make  any  other
distribution,  payment or delivery of  property or cash to its  stockholders  as
such, or redeem, retire, purchase or otherwise acquire,  directly or indirectly,
for a  consideration,  any  shares  of any  class of its  capital  stock  now or
hereafter  outstanding  (or any options or warrants  issued by the Borrower with
respect to its capital  stock),  or set aside any funds for any of the foregoing
purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for
a consideration any shares of any class of the capital stock of the Borrower now
or hereafter outstanding (or any options or warrants issued by the Borrower with

respect to its capital  stock);  provided  that the Borrower may take any of the
foregoing  actions so long as no  Default  or Event of  Default  exists or would
result therefrom.

     Section 10. Events of Default.  Upon the occurrence of any of the following
specified events (each an "Event of Default"):

     10.01  Payments.  The Borrower shall (i) default in the payment when due of
any principal of any Loan or any Note or any Unpaid Drawing or (ii) default, and
such default shall  continue  unremedied for three or more Business Days, in the
payment  when  due of any  interest  on any  Loan or any Note or any Fees or any
other amounts owing hereunder or under any Note; or

     10.02 Representations, etc. Any representation,  warranty or statement made
by the Borrower or the  Guarantor  herein or in any other Credit  Document or in
any certificate delivered pursuant hereto or thereto shall prove to be untrue in
any material respect on the date as of which made or deemed made; or

     10.03  Covenants.  The Borrower shall (i) default in the due performance or
observance  by it of any  term,  covenant  or  agreement  contained  in  Section
8.01(b)(i), 8.06 or 9 or (ii) default in the due performance or observance by it
of any term,  covenant or  agreement  (other than those  referred to in Sections
10.01  and  10.02  and  clause  (i) of this  Section  10.03)  contained  in this
Agreement and such default  shall  continue  unremedied  for a period of 30 days
after written notice to the Borrower by either the Agent or any Bank; or

     10.04 Default Under Other Agreements. The Borrower, the Guarantor or any of
their  Subsidiaries  shall (i)  default in any  payment of any  Indebtedness  in
excess of $10,000,000 in the aggregate  (other than the Notes) beyond the period
of grace  (not to  exceed  30  days),  if any,  provided  in the  instrument  or
agreement  under  which such  Indebtedness  was  created or (ii)  default in the
observance  or  performance  of  any  agreement  or  condition  relating  to any
Indebtedness  (other than the Notes) or contained in any instrument or agreement
evidencing,  securing  or  relating  thereto,  or any other event shall occur or
condition  exist,  the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such  Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause  (determined  without regard

to whether any notice is required), any such Indebtedness to become due prior to
its stated maturity;  or any Indebtedness of the Borrower,  the Guarantor or any
of their Subsidiaries shall be declared to be due and payable, or required to be
prepaid other than by a regularly  scheduled required  prepayment,  prior to the
stated maturity thereof; or

     10.05  Bankruptcy,  etc.  The  Borrower,  the  Guarantor  or any  of  their
Subsidiaries shall commence a voluntary case concerning itself under Title 11 of
the United States Code entitled  "Bankruptcy," as now or hereafter in effect, or
any  successor  thereto  (the  "Bankruptcy  Code");  or an  involuntary  case is
commenced against the Borrower, the Guarantor or any of their Subsidiaries,  and
the petition is not  controverted  within 10 days, or is not dismissed within 60
days,  after  commencement  of the  case;  or a  custodian  (as  defined  in the
Bankruptcy Code) is appointed for, or takes charge of, all or substantially  all
of the property of the Borrower, the Guarantor or any of their Subsidiaries,  or
the  Borrower,  the Guarantor or any of their  Subsidiaries  commences any other
proceeding under any reorganization,  arrangement, adjustment of debt, relief of
debtors,   dissolution,   insolvency  or  liquidation  or  similar  law  of  any
jurisdiction  whether now or hereafter in effect  relating to the Borrower,  the
Guarantor  or any of  their  Subsidiaries,  or there is  commenced  against  the
Borrower,  the Guarantor or any of their  Subsidiaries any such proceeding which
remains  undismissed for a period of 60 days, or the Borrower,  the Guarantor or
any of their Subsidiaries is adjudicated  insolvent or bankrupt; or any order of
relief or other order  approving any such case or proceeding is entered;  or the
Borrower,  the Guarantor or any of their Subsidiaries suffers any appointment of
any custodian or the like for it or all or substantially  all of its property to
continue undischarged or unstayed for a period of 60 days; or the Borrower,  the
Guarantor  or any of  their  Subsidiaries  makes a  general  assignment  for the
benefit of  creditors;  or any corporate  action is taken by the  Borrower,  the
Guarantor or any of their  Subsidiaries  for the purpose of effecting any of the
foregoing; provided, that it shall not constitute an Event of Default under this
Agreement  to the  extent  that any of the  foregoing  events  set forth in this
Section 10.05 occurs  solely with respect to any Specified  Subsidiary at a time
when such Specified Subsidiary has no material assets,  employees or operations;
or

     10.06 ERISA.  Any Plan shall fail to maintain the minimum funding  standard
required  for any plan  year or part  thereof  or a waiver of such  standard  or
extension of any  amortization  period is sought or granted under Section 412 of

the Code,  any Plan is,  shall  have been or is likely to be  terminated  or the
subject of termination  proceeding  under ERISA, any Plan shall have an Unfunded
Current  Liability,  or  the  Borrower  or  any of  its  Subsidiaries  or  ERISA
Affiliates  has incurred or is likely to incur a liability to or on account of a
Plan under Section 515, 4062, 4063, 4064, 4201 or 4204 of ERISA, and there shall
result from any such event or events the imposition of a Lien upon the assets of
the  Borrower,  the  Guarantor or any of their  Subsidiaries,  the granting of a
security interest, or a liability or a material risk of incurring a liability to
the PBGC or a Plan or a trustee appointed under ERISA or a penalty under Section
4971 of the Code,  which,  in the  opinion of the  Required  Banks,  will have a
material  adverse  effect  upon  the  business,  operations,  property,  assets,
condition (financial or otherwise) or prospects of the Borrower,  the Guarantor,
the  Borrower and its  Subsidiaries  taken as a whole or the  Guarantor  and its
Subsidiaries taken as a whole; or

     10.07 Guaranty.  The Guaranty or any provision thereof shall cease to be in
full force or effect;  or the Guarantor  shall deny or disaffirm the Guarantor's
obligations  under the  Guaranty;  or the  Guarantor  shall  default  in the due
performance  or observance of any term,  covenant or agreement on its part to be
performed or observed  pursuant to the Guaranty (other than those referred to in
Sections  7(a)-(g),  (l) or (m) thereof);  or the Guarantor shall default in the
due  performance or observance of any term,  covenant or agreement  contained in
Sections  7(a)-(g),  (l) or (m) of the Guaranty and such default shall  continue
unremedied  for a period of 30 days  after  written  notice to the  Borrower  by
either the Agent or any Bank; or

     10.08 Ownership of the Borrower. The Guarantor shall cease to own, directly
or indirectly, all of the capital stock of the Borrower; or

     10.09  Ownership of the Guarantor.  (i) In any twelve month period,  40% or
more of the members of the full Board of Directors of the  Guarantor  shall have
resigned or been removed or replaced, or (ii) the acquisition,  whether directly
or indirectly,  by any Person or "group" (as defined in Section  13(d)(3) of the
Securities  Exchange Act of 1934, as amended) (other than an employee benefit or
stock  ownership  plan of the Guarantor) of more than 30% of the voting stock of
the Guarantor shall have occurred; or

     10.10 Judgments.  One or more judgments or decrees shall be entered against
the  Borrower,  the  Guarantor  or any of their  Subsidiaries  involving  in the

aggregate for the Borrower,  the  Guarantor and their  Subsidiaries  a liability
(not paid or fully covered by  insurance)  of  $2,000,000 or more,  and all such
judgments or decrees shall not have been vacated, discharged or stayed or bonded
pending appeal within 60 days after the entry thereof;  provided,  that it shall
not  constitute an Event of Default under this  Agreement to the extent that any
of the  foregoing  events set forth in this  Section  10.10  occurs  solely with
respect to any Specified Subsidiary at a time when such Specified Subsidiary has
no material assets, employees or operations; or

     10.11 Fundamental  Change of Guarantor.  A Fundamental Change (as such term
is defined in the Indenture dated as of September 1, 1993, between the Guarantor
and Morgan  Guaranty Trust Company of New York, as trustee)  shall occur;  

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be  continuing,  the Agent may and,  upon the written  request of the
Required Banks, shall, by written notice to the Borrower, take any or all of the
following  actions,  without prejudice to the rights of the Agent, the Letter of
Credit Issuer,  any Bank or the holder of any Note to enforce its claims against
the Borrower (provided,  that, if an Event of Default specified in Section 10.05
shall occur with respect to the Borrower,  the result which would occur upon the
giving of written  notice by the Agent to the  Borrower as  specified in clauses
(i),  (ii) and (iii) below shall occur  automatically  without the giving of any
such  notice):  (i)  declare  the Total  Commitment  terminated,  whereupon  the
Commitment of each Bank to make Loans hereunder and the commitment of the Letter
of Credit  Issuer to maintain  the Letter of Credit  shall  forthwith  terminate
immediately (subject in the case of the Letter of Credit to Section 3.01(f)) and
any Commitment  Fees,  Letter of Credit Fees and all other fees shall  forthwith
become due and payable  without any other  notice of any kind;  (ii) declare the
principal of and any accrued  interest in respect of all Loans and the Notes and
all obligations  owing hereunder and thereunder to be,  whereupon the same shall
become, forthwith due and payable without presentment,  demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower; and/or (iii)
direct the  Borrower to pay (and the  Borrower  agrees that upon receipt of such
notice  (or upon the  occurrence  of an Event of  Default  specified  in Section
10.05) it will pay) to the Agent at the  Agent's  Payment  Office such amount of
cash, to be held as security by the Agent, as is equal to the face amount of any
outstanding Commercial Paper.

     Section 11. The Agent.

     11.01 Appointment.  The Banks hereby designate Swiss Bank Corporation,  New
York  Branch,  as Agent,  to act as  specified  herein  and in the other  Credit
Documents. Each Bank hereby irrevocably authorizes,  and each holder of any Note
by the  acceptance of such Note shall be deemed  irrevocably  to authorize,  the
Agent to take such action on its behalf under the provisions of this  Agreement,
the other Credit Documents and any other instruments and agreements  referred to
herein or  therein  and to  exercise  such  powers and to  perform  such  duties
hereunder  and  thereunder as are  specifically  delegated to or required of the
Agent by the terms  hereof and thereof and such other  powers as are  reasonably
incidental  thereto.  The Agent may  perform any of its duties  hereunder  by or
through its officers, directors, agents or employees.

     11.02 Nature of Duties. The Agent shall have no duties or  responsibilities
except those expressly set forth in this Agreement and the Guaranty. Neither the
Agent nor any of its officers,  directors,  agents or employees  shall be liable
for any  action  taken or  omitted  by it or them  hereunder  or under any other
Credit Document or in connection herewith or therewith,  unless caused by its or
their gross negligence or willful  misconduct.  The duties of the Agent shall be
mechanical and  administrative in nature;  the Agent shall not have by reason of
this Agreement or any other Credit Document a fiduciary  relationship in respect
of any Bank or the  holder of any Note;  and  nothing in this  Agreement  or any
other  Credit  Document,  expressed  or  implied,  is intended to or shall be so
construed  as to impose  upon the  Agent  any  obligations  in  respect  of this
Agreement or any other Credit Document except as expressly set forth herein.

     11.03 Lack of Reliance  on the Agent.  Independently  and without  reliance
upon the Agent,  each Bank and the  holder of each Note,  to the extent it deems
appropriate,   has  made  and  shall  continue  to  make  its  own   independent
investigation  and  appraisal  of the  financial  condition  and  affairs of the
Borrower and the Guarantor in connection  with the making and the continuance of
the Loans and the taking or not taking of any action in connection herewith and,
except as expressly provided in this Agreement,  the Agent shall have no duty or
responsibility,  either initially or on a continuing  basis, to provide any Bank
or the  holder of any Note with any  credit or other  information  with  respect
thereto, whether coming into its possession before the making of the Loans or at
any time or times thereafter.  The Agent shall not be responsible to any Bank or
the   holder   of  any  Note   for  any   recitals,   statements,   information,

representations  or warranties  herein or in any document,  certificate or other
writing  delivered in connection  herewith or for the execution,  effectiveness,
genuineness, validity, enforceability,  perfection, collectibility,  priority or
sufficiency  of this  Agreement  or any other Credit  Document or the  financial
condition  of the  Borrower or the  Guarantor or be required to make any inquiry
concerning either the performance or observance of any of the terms,  provisions
or conditions of this Agreement or any other Credit  Document,  or the financial
condition  of  the  Borrower  or the  Guarantor  or the  existence  or  possible
existence of any Default or Event of Default.

     11.04 Certain Rights of the Agent. If the Agent shall request  instructions
from the Required Banks with respect to any act or action (including  failure to
act) in connection with this Agreement or any other Credit  Document,  the Agent
shall be  entitled to refrain  from such act or taking  such  action  unless and
until the Agent shall have received  instructions  from the Required Banks;  and
the Agent shall not incur  liability  to any Person by reason of so  refraining.
Without limiting the foregoing, no Bank or the holder of any Note shall have any
right of action whatsoever  against the Agent as a result of the Agent acting or
refraining  from  acting  hereunder  or  under  any  other  Credit  Document  in
accordance with the instructions of the Required Banks.

     11.05  Reliance.  The Agent shall be  entitled to rely,  and shall be fully
protected in relying,  upon any note, writing,  resolution,  notice,  statement,
certificate,  telex, teletype or telecopier message, cablegram, radiogram, order
or other document or telephone  message signed,  sent or made by any Person that
the Agent  believed  to be the proper  Person,  and,  with  respect to all legal
matters  pertaining  to this  Agreement  and any other  Credit  Document and its
duties hereunder and thereunder, upon advice of counsel selected by it.

     11.06  Indemnification.  To the extent the Agent is not  reimbursed  by the
Borrower,  the Banks will reimburse the Agent on demand,  in proportion to their
respective  percentages used in determining the Required Banks at such time, for
and against any and all liabilities,  obligations,  losses, damages,  penalties,
claims,  actions,   judgments,   suits,  costs,  expenses  (including,   without
limitation,  attorneys' fees and expenses) or disbursements of what- soever kind
or nature which may be imposed on, asserted  against or incurred by the Agent in
performing its duties  hereunder or under any other Credit  Document,  or in any
way relating to or arising out of this  Agreement or any other Credit  Document;

provided  that no Bank  shall be liable  for any  portion  of such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements resulting from the Agent's gross negligence or willful
misconduct.  The obligations of the Banks under this Section 11.06 shall survive
the termination of this Agreement.

     11.07 The Agent in its Individual Capacity.  With respect to its obligation
to make Loans under this  Agreement,  the Agent shall have the rights and powers
specified  herein for a "Bank" and for the  "Letter  of Credit  Issuer"  and may
exercise the same rights and powers as though it were not  performing the duties
of the Agent specified herein;  and the term "Banks," "Required Banks," "holders
of Notes" or any  similar  terms  shall,  unless the context  clearly  otherwise
indicates,  include the Agent in its individual  capacity.  The Agent may accept
deposits from, lend money to, and generally engage in any kind of banking, trust
or other  business  with the Borrower or any  Affiliate of the Borrower as if it
were not performing the duties specified  herein,  and may accept fees and other
consideration  from the Borrower for services in connection  with this Agreement
and otherwise without having to account for the same to the Banks.

     11.08  Holders.  The  Agent may deem and treat the payee of any Note as the
owner thereof for all purposes  hereof unless and until a written  notice of the
assignment, transfer or endorsement thereof, as the case may be, shall have been
filed with the Agent.  Any  request,  authority or consent of any Person who, at
the time of making such  request or giving  such  authority  or consent,  is the
holder of any Note shall be  conclusive  and binding on any  subsequent  holder,
transferee,  assignee  or  indorsee,  as the case may be, of such Note or of any
Note or Notes issued in exchange therefor.

     11.09  Resignation  by the  Agent.  (a)  The  Agent  may  resign  from  the
performance  of all its  functions and duties  hereunder  and/or under the other
Credit Documents at any time by giving 15 Business Days' prior written notice to
the  Borrower  and the  Banks.  Such  resignation  shall  take  effect  upon the
appointment  of a  successor  Agent  pursuant to clauses (b) and (c) below or as
otherwise provided below.

     (b) Upon any  such  notice  of  resignation,  the  Banks  shall  appoint  a
successor  Agent hereunder or thereunder who shall be a commercial bank or trust
company reasonably acceptable to the Borrower.

     (c) If a successor  Agent shall not have been so  appointed  within such 15
Business  Day  period,  the Agent,  with the consent of the  Borrower,  may then
appoint a successor Agent who shall serve as Agent hereunder or thereunder until
such time, if any, as the Banks appoint a successor Agent as provided above.

     (d) If no successor Agent has been appointed  pursuant to clause (b) or (c)
above by the 20th  Business  Day after the date such notice of  resignation  was
given by the Agent, the Agent's resignation shall become effective and the Banks
shall thereafter  perform all the duties of the Agent hereunder and/or under any
other Credit  Document until such time, if any, as the Banks appoint a successor
Agent as provided above.

     Section 12. Miscellaneous.

     12.01 Payment of Expenses,  etc. The Borrower shall: (i) whether or not the
transactions   herein   contemplated   are   consummated,   pay  all  reasonable
out-of-pocket   costs  and  expenses  (x)  of  the  Agent  (including,   without
limitation,  the fees and  disbursements of White & Case) in connection with the
preparation,  execution  and  delivery of this  Agreement  and the other  Credit
Documents and the documents and  instruments  referred to herein and therein and
any  amendment,  waiver or consent  relating  hereto or  thereto  and (y) of the
Agent,  the Letter of Credit Issuer and each of the Banks in connection with the
enforcement of this  Agreement and the other Credit  Documents and the documents
and instruments  referred to herein and therein (including,  without limitation,
the fees and disbursements of counsel for the Agent, the Letter of Credit Issuer
and for each of the  Banks);  (ii) pay and hold each of the Banks and the Letter
of Credit Issuer  harmless from and against any and all present and future stamp
and other similar  taxes with respect to the foregoing  matters and save each of
the Banks harmless from and against any and all  liabilities  with respect to or
resulting from any delay or omission  (other than to the extent  attributable to
such Bank or the Letter of Credit Issuer) to pay such taxes; and (iii) indemnify
each of the Agent,  the Letter of Credit  Issuer  and each Bank,  its  officers,
directors,  employees,  representatives  and  agents  from and hold each of them
harmless against any and all liabilities,  obligations,  losses, damages, penal-
ties,  claims,  actions,  judgments,  suits,  costs,  expenses and disbursements
incurred by any of them as a result of, or arising out of, or in any way related
to, or by reason of, any investigation,  litigation or other proceeding (whether
or not the Agent,  the Letter of Credit  Issuer or any Bank is a party  thereto)

related to the entering into and/or  performance  of this Agreement or any other
Credit  Document,  the  issuance or  maintenance  of the Letter of Credit or the
participation  therein or the use of the proceeds of any Loans or the Commercial
Paper hereunder or the consummation of any transactions  contemplated  herein or
in any  other  Credit  Document,  including,  without  limitation,  the fees and
disbursements  of counsel  incurred in connection  with any such  investigation,
litigation or other proceeding (but excluding any such liabilities, obligations,
losses,  etc.,  to the  extent  incurred  by reason of the gross  negligence  or
willful misconduct of the Person to be indemnified).

     12.02 Right of Setoff.  In addition to any rights now or hereafter  granted
under  applicable  law or  otherwise,  and not by way of  limitation of any such
rights, upon the occurrence of an Event of Default,  each Bank and the Letter of
Credit  Issuer is hereby  authorized  at any time or from time to time,  without
presentment,  demand,  protest or other notice of any kind to the Borrower or to
any other Person,  any such notice being hereby expressly waived, to set off and
to appropriate and apply any and all deposits (general or special) and any other
Indebtedness  at any time  held or owing by such  Bank or the  Letter  of Credit
Issuer  (including,  without limitation by branches and agencies of such Bank or
the  Letter of  Credit  Issuer  wherever  located)  to or for the  credit or the
account  of  the  Borrower  against  and  on  account  of  the  Obligations  and
liabilities  of the  Borrower to such Bank or the Letter of Credit  Issuer under
this Agreement or under any of the other Credit  Documents,  including,  without
limitation,  all  interests in  Obligations  purchased by such Bank  pursuant to
Section 12.06(b),  and all other claims of any nature or description arising out
of or connected with this Agreement or any other Credit  Document,  irrespective
of whether or not such Bank or the Letter of Credit  Issuer  shall have made any
demand hereunder and although said Obligations, liabilities or claims, or any of
them, shall be contingent or unmatured.

     12.03 Notices.  Except as otherwise  expressly provided herein, all notices
and other  communications  provided for hereunder shall be in writing (including
telegraphic,  telex, telecopier or cable communication) and mailed, telegraphed,
telexed,  telecopied,  cabled or delivered:  if to the Borrower,  at its address
specified opposite its signature below; if to any Bank, at its Base Rate Lending
Office  specified  opposite  its name on Schedule II; and if to the Agent or the
Letter of Credit Issuer, at its Notice Office; or, as to the Borrower, the Agent
or the Letter of Credit Issuer,  at such other address as shall be designated by

such party in a written notice to the other parties hereto and, as to each other
party,  at such other  address as shall be designated by such party in a written
notice to the  Borrower,  the Agent and the  Letter of Credit  Issuer.  All such
notices and communications shall, when mailed, telegraphed, telexed, telecopied,
or cabled or sent by  overnight  courier,  be  effective  when  deposited in the
mails,  delivered to the telegraph company,  cable company or overnight courier,
as the case may be, or sent by telex or  telecopier,  except  that  notices  and
communications  to the  Agent  or the  Letter  of  Credit  Issuer  shall  not be
effective until received.

     12.04 Benefit of Agreement.  (a) This  Agreement  shall be binding upon and
inure to the benefit of and be  enforceable  by the  respective  successors  and
assigns of the parties  hereto;  provided,  however,  that the  Borrower may not
assign or transfer any of its rights or obligations  hereunder without the prior
written consent of the Banks and, provided further,  that, although any Bank may
transfer,  assign or grant  participations in its rights hereunder and under the
Notes,  such Bank shall remain a "Bank" for all purposes  hereunder (and may not
transfer  or assign  its  Commitment  hereunder  except as  provided  in Section
12.04(b)) and the transferee, assignee or participant, as the case may be, shall
not constitute a "Bank"  hereunder  and,  provided  further,  that no Bank shall
transfer,  grant or assign any  participation  under which the participant shall
have rights to approve any  amendment to or waiver of this  Agreement  except to
the extent such  amendment or waiver  requires the consent of 100% of the Banks,
as  provided  in  Section  12.13.  In the  case of any such  participation,  the
participant  shall not have any rights under this  Agreement or any of the other
Credit Documents (the participant's  rights against such Bank in respect of such
participation  to be those set forth in the  agreement  executed by such Bank in
favor of the  participant  relating  thereto)  and all  amounts  payable  by the
Borrower  hereunder  shall be  determined  as if such  Bank  had not  sold  such
participation,  except that the participant shall be entitled to the benefits of
Sections  2.10,  2.11 and 5.04 of this  Agreement  to the extent  that such Bank
would  be  entitled  to  such  benefits  if  the   participation  had  not  been
transferred,  granted or assigned.  Promptly  following the  consummation of any
participation  pursuant to this Section  12.04(a),  the Bank  entering into such
participation shall notify the Borrower thereof.

     (b)  Notwithstanding  the  foregoing,  any Bank may, with the prior written
consent of the Borrower,  the Agent and the Letter of Credit Issuer, assign all,

or if less than all, a portion equal to at least  $5,000,000 in the aggregate of
its Commitment (and related outstanding  principal amount of Loans) hereunder to
one or more commercial banks or other financial institutions,  provided that (i)
at such time Schedule I hereto and Annex A to the Participation  Agreement shall
be  deemed  modified  to  reflect  the  Commitments,   Tranche  A  Participation
Percentages and Tranche B Participation  Percentages of such new Bank and of the
existing Banks,  (ii) upon surrender of the old Notes, new Notes will be issued,
at the Borrower's  expense, to such new Bank and to the assigning Bank, such new
Notes  to  be  in  conformity  with  the  requirements  of  Section  2.05  (with
appropriate   modifications)  to  the  extent  needed  to  reflect  the  revised
Commitments  and  (iii)  the  Agent  shall  receive  at the  time of  each  such
assignment,  from  the  assigning  or  the  assignee  Bank,  the  payment  of  a
non-refundable  assignment  fee of  $3,000.  To  the  extent  of any  assignment
pursuant to this Section  12.04(b),  the assigning Bank shall be relieved of its
obligations hereunder and under the Participation  Agreement with respect to its
assigned Commitments.

     (c)  Notwithstanding  anything to the contrary contained herein,  each Bank
shall be  entitled  to pledge  its Loans  and/or  Notes  hereunder  to a Federal
Reserve  Bank in  support  of  borrowings  made by such Bank  from such  Federal
Reserve Bank.

     12.05 No Waiver;  Remedies  Cumulative.  No failure or delay on the part of
the Agent,  the Letter of Credit Issuer or any Bank or the holder of any Note in
exercising  any right,  power or  privilege  hereunder or under any other Credit
Document and no course of dealing between the Borrower, the Agent, the Letter of
Credit  Issuer or any Bank or the holder of any Note  shall  operate as a waiver
thereof;  nor shall any  single  or  partial  exercise  of any  right,  power or
privilege  hereunder  or under any other Credit  Document  preclude any other or
further  exercise  thereof or the  exercise of any other  right,  power or priv-
ilege hereunder or thereunder.  The rights, powers and remedies herein or in any
other Credit Document expressly provided are cumulative and not exclusive of any
rights,  powers or remedies which the Agent,  the Letter of Credit Issuer or any
Bank or the holder of any Note would  otherwise  have. No notice to or demand on
the  Borrower  in any case shall  entitle  the  Borrower to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of the Agent,  the  Letter of Credit  Issuer or any Bank or the holder of

any Note to any other or further action in any  circumstances  without notice or
demand.

     12.06  Payments  Pro Rata.  (a) The Agent  agrees that  promptly  after its
receipt  of each  payment  from or on behalf of the  Borrower  in respect of any
Obligations of the Borrower  hereunder,  it shall distribute such payment to the
Banks pro rata based upon their  respective  shares,  if any, of the Obligations
with respect to which such payment was received.

     (b)  Each of the  Banks  agrees  that,  if it  should  receive  any  amount
hereunder  (whether by voluntary payment,  by realization upon security,  by the
exercise  of the right of setoff or  banker's  lien,  by  counterclaim  or cross
action,  by  the  enforcement  of any  right  under  the  Credit  Documents,  or
otherwise),  which is applicable to the payment of the principal of, or interest
on, the Loans,  Unpaid Drawings,  Commitment Fees or Letter of Credit Fees, of a
sum which with respect to the related sum or sums  received by other Banks is in
a greater  proportion than the total amount of such Obligation then owed and due
to such Bank bears to the total amount of such  Obligation  then owed and due to
all of the Banks  immediately  prior to such receipt,  then such Bank  receiving
such excess  payment shall  purchase for cash without  recourse or warranty from
the other Banks an interest in the  Obligations of the Borrower to such Banks in
such amount as shall result in a proportional  participation by all the Banks in
such amount; provided, however, that if all or any portion of such excess amount
is thereafter recovered from such Bank, such purchase shall be rescinded and the
purchase price restored to the extent of such recovery, but without interest.

     12.07 Calculations;  Computations. All computations of interest, Commitment
Fees,  Letter of Credit Fees and other Fees hereunder shall be made on the basis
of a year of 360 days (365 days in the case of  interest on Base Rate Loans) for
the actual number of days  (including  the first day but excluding the last day)
occurring  in the period for which such  interest,  Commitment  Fees,  Letter of
Credit Fees or other Fees are payable.

     12.08 Governing Law; Submission to Jurisdiction;  Venue. (a) This Agreement
and the other Credit  Documents  and the rights and  obligations  of the parties
hereunder and thereunder  shall be construed in accordance  with and be governed
by the law of the State of New York. Any legal action or proceeding  against the
Borrower  with respect to this  Agreement  or any other  Credit  Document may be
brought in the  courts of the State of New York or of the United  States for the

Southern District of New York, and, by execution and delivery of this Agreement,
the  Borrower  hereby  irrevocably  accepts  for  itself  and in  respect of its
property,  generally  and  unconditionally,  the  jurisdiction  of the aforesaid
courts.  The Borrower agrees that if at any time its principal place of business
is not in the City and State of New York, it will irrevocably designate, appoint
and empower an agent for purposes of this Section,  in the City and State of New
York, as its designee,  appointee and agent to receive,  accept and  acknowledge
for and on its behalf,  and in respect of its  property,  service of any and all
legal process,  summons,  notices and documents  which may be served in any such
action or proceeding. If for any reason such designee, appointee and agent shall
cease to be  available to act as such,  the  Borrower  agrees to designate a new
designee, appointee and agent in New York City on the terms and for the purposes
of this provision  satisfactory to the Agent. The Borrower  further  irrevocably
consents to the service of process  out of any of the  aforementioned  courts in
any such action or proceeding by the mailing of copies  thereof by registered or
certified  mail,  postage  prepaid,  to the  Borrower  at its  address set forth
opposite its  signature  below,  such service to become  effective 30 days after
such mailing.  Nothing  herein shall affect the right of the Agent,  any Bank or
the holder of any Note to serve process in any other manner  permitted by law or
to commence legal  proceedings or otherwise  proceed against the Borrower in any
other jurisdiction.

     (b) The Borrower hereby  irrevocably  waives any objection which it may now
or  hereafter  have to the  laying of venue of any of the  aforesaid  actions or
proceedings  arising out of or in  connection  with this  Agreement or any other
Credit Document brought in the courts referred to in clause (a) above and hereby
further  irrevocably  waives  and agrees not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought in
an inconvenient forum.

     12.09  Obligation  to Make  Payments  in  Dollars.  The  obligation  of the
Borrower  to make  payment in Dollars of the  principal  of and  interest on the
Notes and any other amounts due hereunder or under any other Credit  Document to
the  Payment  Office of the  Agent as  provided  in  Section  5.03  shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment,
which is expressed in or converted into any currency other than Dollars,  except
to the extent such tender or recovery  shall result in the actual receipt by the
Agent at its  Payment  Office on behalf of the Banks or  holders of the Notes of

the full amount of Dollars  expressed to be payable in respect of the  principal
of and  interest on the Notes and all other  amounts due  hereunder or under any
other  Credit  Document.  The  obligation  of the  Borrower to make  payments in
Dollars as aforesaid shall be enforceable as an alternative or additional  cause
of action for the purpose of recovery in Dollars of the amount, if any, by which
such actual receipt shall fall short of the full amount of Dollars  expressed to
be  payable in respect of the  principal  of and  interest  on the Notes and any
other amounts due under any other Credit Document,  and shall not be affected by
judgment being obtained for any other sums due under this Agreement or under any
other Credit Document.

     12.10  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts and by the different parties hereto on separate counterparts,  each
of which when so executed and delivered  shall be an original,  but all of which
shall together  constitute one and the same  instrument.  A set of  counterparts
executed by all the parties  hereto  shall be lodged with the  Borrower  and the
Agent.

     12.11 Effectiveness. This Agreement shall become effective on the date (the
"Restatement Effective Date") on which (i) the Borrower,  each of the Banks, the
Agent and the Letter of Credit  Issuer shall have signed a copy hereof  (whether
the same or different  copies) and shall have delivered the same to the Agent at
the Payment  Office of the Agent or, in the case of the Banks,  shall have given
to the Agent  telephonic  (confirmed  in  writing),  written,  telex or telecopy
notice  (actually  received)  at such  office  that the same has been signed and
mailed to it and (ii) each of the conditions  set forth in Sections 6.01,  6.03,
6.04, 6.06, 6.07, 6.08, 6.10 and 6.11 shall have been satisfied.

     12.12  Headings  Descriptive.  The  headings  of the several  sections  and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

     12.13  Amendment  or  Waiver.  None of this  Agreement,  any  other  Credit
Document or the Letter of Credit nor any terms hereof or thereof may be changed,
waived,  discharged  or  terminated  unless such  change,  waiver,  discharge or
termination is in writing signed by the Required Banks and the Agent;  provided,
however,  that no such change,  waiver,  discharge or termination shall, without
the consent of each Bank and the Letter of Credit Issuer,  (i) extend the Expiry
Date or the final  maturity of any Loan,  Note, or Unpaid  Drawing or reduce the

rate or extend the time of payment of  interest or Fees  thereon,  or reduce the
principal amount thereof, or increase the Commitment of any Bank over the amount
thereof  then in effect  (it being  understood  that a waiver of any  Default or
Event of Default or of a mandatory  reduction in the Total  Commitment shall not
constitute a change in the terms of any  Commitment  of any Bank),  (ii) release
the Guarantor from its obligations  under the Guaranty,  (iii) amend,  modify or
waive any provision of this Section 12.13 or Section 11.06, 12.01, 12.02, 12.04,
12.06 or 12.07,  (iv)  reduce the  percentage  specified  in the  definition  of
Required Banks, (v) consent to the assignment or transfer by the Borrower of any
of its rights and obligations under this Agreement or (vi) extend the expiration
date of, or increase the Stated Amount of, the Letter of Credit.

     Notwithstanding  anything to the contrary  contained in this Agreement,  no
material  change or amendment  to this  Agreement  shall be effective  until the
Borrower and/or the Agent shall have notified Moody's and S&P in writing of such
change or amendment.

     12.14  Survival.  All  indemnities  set  forth  herein  including,  without
limitation,  in Sections  2.10,  2.11,  5.04,  11.06 and 12.01 shall survive the
execution  and  delivery  of this  Agreement  and the Notes and the  making  and
repayment of the Loans.

     12.15 Domicile of Loans.  Each Bank may transfer and carry its Loans at, to
or for the  account  of any  office,  Subsidiary  or  Affiliate  of  such  Bank;
provided,  that each Bank will use its best efforts not to transfer its Loans to
an Applicable  Lending Office which would give rise to the operation of Sections
2.10(a)(ii) or (iii),  2.10(c) or 5.04 unless in its sole  discretion  such Bank
finds that such nontransfer would be disadvantageous to it.

     12.16 Modification of Existing Credit Agreement.  The Borrower, each of the
Existing Banks and Morgan hereby agree that,  with respect to Amendment,  Waiver
and Release No. 1, dated as of June 2, 1994,  relating  to the  Existing  Credit
Agreement ("Amendment No. 1"), references in Sections 1 and 2 of Amendment No. 1
to April 1, 1994  shall be  deemed  to be  references  to March  31,  1994,  and
references in such Sections to June 30, 1994 shall be deemed to be references to
June 29, 1994.

     IN WITNESS  WHEREOF,  the parties hereto have caused their duly  authorized
officers  to execute  and  deliver  this  Agreement  as of the date first  above
written.

Address:

437 Madison Avenue                 OMNICOM FINANCE INC.
New York, New York 10022

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

                                   SWISS BANK CORPORATION,
                                     acting through its New York
                                     Branch, Individually, as the
                                     Letter of Credit Issuer and as
                                     Agent

                                   By   /s/ Sean M. Harrigan
                                     ----------------------------
                                            Sean M. Harrigan
                                     Title: Executive Director
                                            Merchant Banking

                                   By   /s/ Jane A. Majeski
                                     -----------------------------
                                            Jane A Majeski
                                     Title: Director
                                            Merchant Banking

                                   THE CHASE MANHATTAN BANK, N.A.

                                   By   /s/ Bruce Langenkamp
                                     -----------------------------
                                            Bruce Langenkamp
                                     Title: Vice President

                                   THE NORTHERN TRUST COMPANY

                                   By   /s/ James C. McCall  
                                     -----------------------------
                                            James C. McCall
                                     Title: Second Vice President

                                   SOCIETE GENERALE

                                   By   /s/ William A. Sinsigalli
                                     -----------------------------
                                            William A. Sinsigalli
                                     Title: Vice President and Manager

                                   ABN AMRO BANK N.V. (successor by
                                   merger to Algemene Bank Nederland
                                   N.V.), New York Branch

                                   By   /s/ Laura G. Fazio
                                     -----------------------------
                                            Laura G. Fazio
                                     Title: Vice President

                                   By   /s/ Janet T. Marple
                                     -----------------------------
                                            Janet T. Marple
                                     Title: Corporate Banking Officer

                                   CITIBANK, N.A.

                                   By   /s/ Eric Huttner
                                     -----------------------------
                                            Eric Huttner
                                     Title: Vice President

                                   DRESDNER BANK AG, New York and
                                     Grand Cayman Branches

                                   By   /s/ D. Slusarczyk  
                                     -----------------------------
                                            D. Slusarczyk
                                     Title:

                                   By   /s/ Ernest Fung
                                     -----------------------------
                                            Ernest Fung
                                     Title: Vice President 

                                   MARINE MIDLAND BANK

                                   By   /s/ Gregory J. Arek
                                     -----------------------------
                                            Gregory J. Arek
                                     Title: Vice President

                                   CHEMICAL BANK

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

                                   CONTINENTAL BANK

                                   By   /s/ Ruth E. Gross
                                     -----------------------------
                                            Ruth E. Gross
                                     Title: Vice President 

                                   THE FUJI BANK, LIMITED
                                   New York Branch

                                   By   /s/ Yoshihiko Shiotsugu
                                     -----------------------------
                                            Yoshihiko Shiotsugu
                                     Title: Vice President & Manager

                                   MELLON BANK, N.A.

                                   By   /s/ Diane P. Durnin 
                                     -----------------------------
                                            Diane P. Durnin
                                     Title: Vice President

                                   UNION BANK OF SWITZERLAND

                                   By   /s/ Daniel H. Perron
                                     -----------------------------
                                            Daniel H. Perron
                                     Title: Vice President

                                   By   /s/ Daniel R. Strickford
                                     -----------------------------
                                            Daniel R. Strickford
                                     Title: Assistant Treasurer

                                   WACHOVIA BANK OF GEORGIA, N.A.

                                   By   /s/ Samuel P. Moss 
                                     -----------------------------
                                            Samuel P. Moss
                                     Title: Senior Vice President

                                   WESTPAC BANKING CORPORATION

                                   By   /s/ Christopher Noble
                                     -----------------------------
                                            Christopher Noble
                                     Title: Senior Vice Presdient & Manager

Consented and agreed to solely 
for purposes of effecting the
amendment and restatement of the
Existing Credit Agreement,
ceasing to be a Bank under the
Agreement and agreeing to the  
terms of Section 12.16:

MORGAN GUARANTY TRUST
  COMPANY OF NEW YORK

 By   /s/ D. Linda Scheuplein 
   -----------------------------   
          D. Linda Scheuplein
   Title: Vice President

                                                                      SCHEDULE I
                                                                      ----------
                                                                               

                            Schedule of Commitments
                            -----------------------

                                    Tranche A Loan                Tranche B
    Name of Bank                      Commitment               Loan Commitment
    ------------                    --------------             ---------------
SWISS BANK CORPORATION               $30,000,000                      $0

THE CHASE MANHATTAN
  BANK, N.A.                              $0                     $30,000,000

THE NORTHERN TRUST COMPANY           $30,000,000                      $0

SOCIETE GENERALE                     $30,000,000                      $0

ABN AMRO BANK N.V.                   $15,000,000                      $0

CITIBANK, N.A.                       $15,000,000                      $0

DRESDNER BANK AG                     $15,000,000                      $0

MARINE MIDLAND BANK                  $15,000,000                      $0

CHEMICAL BANK                        $10,000,000                      $0

CONTINENTAL BANK                     $10,000,000                      $0

THE FUJI BANK, LIMITED               $10,000,000                      $0

MELLON BANK, N.A.                    $10,000,000                      $0

UNION BANK OF SWITZERLAND            $10,000,000                      $0

WACHOVIA BANK OF GEORGIA,
  N.A.                               $10,000,000                      $0

WESTPAC BANKING
  CORPORATION                        $10,000,000                      $0
                                     -----------                 -----------
                                    $220,000,000                $30,000,000
                                    ============                ===========  

                                                                     SCHEDULE II

                                  Base Rate            Eurodollar
Name of Bank                      Lending Office       Lending Office
- ------------                      --------------       --------------
SWISS BANK CORPORATION            Same as Name of      Swiss Bank Corporation
222 Broadway - 4th Floor          Bank                   Grand Cayman Branch
New York, New York  10041         c/o Swiss Bank
Attention:  Jane Majeski                                 Corporation, New York
                                                         Branch
                                                       222 Broadway - 4th Floor
                                                       New York, New York 10041
                                                       Attention: Jane Majeski

THE CHASE MANHATTAN               Same as Name of      The Chase Manhattan Bank,
  BANK, N.A.                      Bank                   N.A.
One Chase Manhattan Plaza                              Cayman Island Branch
New York, New York  10081                              c/o The Chase Manhattan
Attention:  Bruce Langenkamp                             Bank, N.A.
                                                       One Chase Manhattan Plaza
                                                       New York, New York 10081

THE NORTHERN TRUST COMPANY        Same as Name of      Same as Name of
50 South LaSalle Street           Bank                 Bank
Chicago, Illinois  60675
Attention:  J. Chip McCall

SOCIETE GENERALE                  Same as Name of      Societe Generale
50 Rockefeller Plaza              Bank                 Grand Cayman
New York, New York  10020                              c/o Societe Generale
Attention:  Pascale Hainline                           50 Rockefeller Plaza
                                                       New York, NY   10020

ABN AMRO BANK N.V.,               Same as Name of      Same as Name of
  New York Branch                 Bank                 Bank
500 Park Avenue
New York, New York  10022
Attention:  Pamela del Vecchio

CITIBANK, N.A.                    Same as Name of      Same as Name of
399 Park Avenue                   Bank                 Bank
12th Floor, Zone 16
New York, New York  10043
Attention:  Dorothea Thomas

DRESDNER BANK AG,                 Same as Name of      Dresdner Bank AG,
  New York Branch                 Bank                   Grand Cayman Branch
75 Wall Street                                         c/o Dresdner Bank AG,
New York, New York  10005                                New York Branch
Attention:  Lora Lam                                   75 Wall Street
                                                       New York, New York 10005
                                                       Attention: Lora Lam

                                                                     SCHEDULE II
                                                                          Page 2

                               Base Rate                 Eurodollar
Name of Bank                   Lending Office            Lending Office
- ------------                   --------------            --------------
MARINE MIDLAND BANK            Marine Midland Bank       Marine Midland Bank
250 Park Avenue, 3rd Floor     One MM Center             One MM Center
New York, New York  10017      Buffalo, New York 14203   Buffalo, New York 14203
Attention: Gregory J. Arek     Attention: Beth Weiss,    Attention: Beth Weiss, 
                               Agency Servicing          Agency Servicing

CHEMICAL BANK                  Same as Name of           Same as Name of
600 Fifth Avenue, 5th Floor    Bank                      Bank
New York, New York  10020
Attention:  Jordan Rednor

CONTINENTAL BANK               Same as Name of           Same as Name of
231 S. LaSalle Street          Bank                      Bank
Chicago, Illinois  60697
Attention:  Ruth Gross

THE FUJI BANK, LIMITED         Same as Name of           Same as Name of
New York Branch                Bank                      Bank
2 World Trade Center
79th Floor
New York, New York  10048
Attention:  Mark Nolan

MELLON BANK, N.A.              Same as Name of           Same as Name of
Three Mellon Bank Center       Bank                      Bank
Room 153-2302
Pittsburgh, PA  15258
Attention:  Rose Covel

UNION BANK OF SWITZERLAND      Same as Name of           Same as Name of
New York Branch                Bank                      Bank
299 Park Avenue, 33 Floor
New York, New York  10171
Attention: Daniel H. Perron

WACHOVIA BANK OF GEORGIA,      Same as Name of           Same as Name of
 N.A.                          Bank                      Bank
191 Peachtree St. N.E.
29th Floor
Atlanta, Georgia  30303
Attention: Walter R. Gillikin

WESTPAC BANKING CORPORATION    Same as Name of           Same as Name of
335 Madison Avenue             Bank                      Bank
27th Floor
New York, New York  10017
Attention:  Renata Jacobson

                                                                    SCHEDULE III

                                  Subsidiaries
                                  ------------

                                 Jurisdiction of          Owner(s) of Equity
Name of Subsidiary                Incorporation            Interests Therein
- ------------------               ---------------          ------------------

                                      NONE

                                                                       EXHIBIT A

                              NOTICE OF BORROWING

                                                                          {Date}

Swiss Bank Corporation,
  as Agent for the Banks
  party to the Credit
  Agreement referred to below
222 Broadway
New York, New York  10038

          Attention: 
                    ---------------------------

Ladies and Gentlemen:

     The  undersigned,  Omnicom  Finance Inc.,  refers to the Credit  Agreement,
dated as of June 30,  1988,  amended  and  restated  as of January 1, 1993,  and
further  amended and restated as of July 15, 1994 (as amended from time to time,
the "Credit  Agreement,"  the terms defined therein being used herein as therein
defined), among the undersigned,  certain Banks party thereto, and you, as Agent
for such  Banks and as Letter of Credit  Issuer,  and hereby  gives you  notice,
irrevocably,  pursuant  to  Section  2.03  of the  Credit  Agreement,  that  the
undersigned hereby requests a Borrowing under the Credit Agreement,  and in that
connection  sets forth below the  information  relating to such  Borrowing  (the
"Proposed Borrowing") as required by Section 2.03 of the Credit Agreement:

          (i) The Business Day of the Proposed Borrowing is ________, 19__.

          (ii) The aggregate  principal  amount  of the  Proposed  Borrowing  is
     $ 
       ------------.

          (iii) The  Proposed  Borrowing  is to  consist  of {Base  Rate  Loans}
     {Eurodollar Rate Loans}.

          (iv) The Proposed Borrowing is to be of {Tranche A} {Tranche B} Loans.

                                                                       EXHIBIT A
                                                                          Page 2

          (1){(iv) The initial Interest Period for the Proposed Borrowing is ___
     months.}
 
     The undersigned hereby certifies that the following  statements are true on
the date hereof, and will be true on the date of the Proposed Borrowing:

          {(A) The representations and warranties  contained in Section 7 of the
     Credit  Agreement  are  correct,  before  and  after  giving  effect to the
     Proposed  Borrowing  and to the  application  of the proceeds  thereof,  as
     though made on and as of such date.}

          {(B) No Default or Event of Default has occurred and is continuing, or
     would result from such Proposed  Borrowing or from the  application  of the
     proceeds thereof.}

          {(C) The proceeds of the Proposed Borrowing will be applied in full on
     the date of the Proposed  Borrowing to the  repayment of  Commercial  Paper
     maturing on such date.}

                                                 Very truly yours,

                                                 OMNICOM FINANCE INC.

                                                 By_____________________________
                                                   Title:
 

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

     Either clauses (A) and (B) or clause (C) must be included;  provided,  that
clause (B) shall be included  with clause (C) if the Proposed  Borrowing is of a
Eurodollar Rate Loan.

- -----------------------
(1) To be included for a Proposed  Borrowing of Eurodollar Rate Loans.

                                                                     EXHIBIT B-1

                                 TRANCHE A NOTE

$____________________                                 New York, New York
                                                      ____________, 19__

     FOR VALUE  RECEIVED,  OMNICOM  FINANCE  INC., a  corporation  organized and
existing under the laws of Delaware (the "Borrower"),  hereby promises to pay to
the order of ______________________________ (the "Bank"), for the account of its
Applicable  Lending  Office  (as  defined in the Credit  Agreement  referred  to
below), in lawful money of the United States of America in immediately available
funds, at the office of Swiss Bank  Corporation (the "Agent") located at 10 East
50th  Street,  New York,  New York 10022 on the Expiry  Date (as  defined in the
Agreement) the principal sum of  ___________  United States dollars or, if less,
the unpaid principal amount of all Tranche A Loans (as defined in the Agreement)
made by the Bank pursuant to the Agreement.

     The Borrower  promises also to pay interest on the unpaid  principal amount
of each Tranche A Loan in like money at said office from the date such Tranche A
Loan is made until paid at the rates and at the times provided in the Agreement.

     This Note is one of the Tranche A Notes referred to in the Credit Agreement
dated as of June 30,  1988,  amended  and  restated  as of January 1, 1993,  and
further  amended and restated as of July 15, 1994 among the Borrower,  the Bank,
the other financial  institutions  party thereto and Swiss Bank Corporation,  as
Agent  and  Letter  of  Credit  Issuer  (as  from  time to time in  effect,  the
"Agreement")  and is entitled to the benefits  thereof.  This Note is guaranteed
pursuant  to the  Guaranty  (as  defined in the  Agreement).  As provided in the
Agreement,  this Note is subject to voluntary and mandatory prepayment, in whole
or in part,  and Tranche A Loans may be  converted  from one Type (as defined in
the Agreement) into another Type to the extent provided in the Agreement.

     In case an Event of Default (as defined in the  Agreement)  shall occur and
be  continuing,  the  principal  of and  accrued  interest  on this  Note may be

                                                                     EXHIBIT B-1
                                                                          Page 2

declared to be due and payable in the manner and with the effect provided in the
Agreement.

     The Borrower hereby waives  presentment,  demand,  protest or notice of any
kind in connection with this Note.

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

                                           OMNICOM FINANCE INC.

                                           By_____________________________
                                             Title:

                                                                     EXHIBIT B-2

                                 TRANCHE B NOTE

$____________________                                       New York, New York
                                                            ____________, 19__

     FOR VALUE  RECEIVED,  OMNICOM  FINANCE  INC., a  corporation  organized and
existing under the laws of Delaware (the "Borrower"),  hereby promises to pay to
the order of ______________________________ (the "Bank"), for the account of its
Applicable  Lending  Office  (as  defined in the Credit  Agreement  referred  to
below), in lawful money of the United States of America in immediately available
funds, at the office of Swiss Bank  Corporation (the "Agent") located at 10 East
50th  Street,  New York,  New York 10022 on the Expiry  Date (as  defined in the
Agreement) the principal sum of  ___________  United States dollars or, if less,
the unpaid principal amount of all Tranche B Loans (as defined in the Agreement)
made by the Bank pursuant to the Agreement.

     The Borrower  promises also to pay interest on the unpaid  principal amount
of each Tranche B Loan in like money at said office from the date such Tranche B
Loan is made until paid at the rates and at the times provided in the Agreement.

     This Note is one of the Tranche B Notes referred to in the Credit Agreement
dated as of June 30,  1988,  amended  and  restated  as of January 1, 1993,  and
further  amended and restated as of July 15, 1994 among the Borrower,  the Bank,
the other financial  institutions  party thereto and Swiss Bank Corporation,  as
Agent  and  Letter  of  Credit  Issuer  (as  from  time to time in  effect,  the
"Agreement")  and is entitled to the benefits  thereof.  This Note is guaranteed
pursuant  to the  Guaranty  (as  defined in the  Agreement).  As provided in the
Agreement,  this Note is subject to voluntary and mandatory prepayment, in whole
or in part,  and Tranche B Loans may be  converted  from one Type (as defined in
the Agreement) into another Type to the extent provided in the Agreement.

     In case an Event of Default (as defined in the  Agreement)  shall occur and
be  continuing,  the  principal  of and  accrued  interest  on this  Note may be

                                                                     EXHIBIT B-2
                                                                          Page 2

declared to be due and payable in the manner and with the effect provided in the
Agreement.
  
     The Borrower hereby waives  presentment,  demand,  protest or notice of any
kind in connection with this Note.

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

                                          OMNICOM FINANCE INC.

                                          By_____________________________
                                            Title:

                                                                       EXHIBIT C

                               OPINION OF COUNSEL

                                                              _________ __, 1994

{List Banks as addressees}

Ladies and Gentlemen:

     We have acted as counsel for Omnicom Finance Inc., a corporation  organized
and existing  under the laws of Delaware  (the  "Borrower"),  and Omnicom  Group
Inc.,  a  corporation  organized  and  existing  under the laws of New York (the
"Guarantor"),  in  connection  with the  execution and delivery of the following
documents (collectively, the "Credit Documents"):

          (a) the Second Amended and Restated Credit Agreement, dated as of June
     30, 1988, as amended and restated as of January 1, 1993 and further amended
     and restated as of July 15, 1994,  among the  Borrower,  the banks  parties
     thereto (the "Banks") and Swiss Bank Corporation, as Agent and as Letter of
     Credit Issuer (the "Agreement");

          (b)  the  Notes  of the  Borrower,  to be  delivered  pursuant  to the
     Agreement;

          (c) the Second Amended and Restated  Guaranty of the Guarantor,  dated
     as of June 30,  1988,  as amended  and  restated  as of January 1, 1993 and
     further amended and restated as of July 15, 1994 (the "Guaranty");

          (d) the Amended and Restated Depositary Agreement,  dated as of August
     2, 1988, and amended and restated as of July 15, 1994,  among the Borrower,
     the Depositary, the Agent and the Letter of Credit Issuer; and

          (e)  the  Commercial  Paper  to be  issued  by  the  Borrower  in  the
     commercial paper market pursuant to the Depositary  Agreement and backed by
     the Letter of Credit.

     This opinion is delivered to you pursuant to Section 6.04 of the Agreement.
Terms used herein which are defined in the Agreement  shall have the  respective
meanings set forth in the Agreement, unless otherwise defined herein.

                                                                       EXHIBIT C
                                                                          Page 2
     
     In  connection  with this  opinion,  we have  examined  the  originals,  or
certified,  conformed  or  reproduction  copies,  of  all  records,  agreements,
instruments  and documents as we have deemed  relevant or necessary as the basis
for the opinions hereinafter expressed.  In stating our opinion, we have assumed
the  genuineness  of  all  signatures  on  original  or  certified  copies,  the
authenticity  of documents  submitted to us as originals  and the  conformity to
original or  certified  copies of all copies  submitted  to us as  certified  or
reproduction copies.

     We have also assumed,  for purposes of the opinions expressed herein,  that
the parties to the Credit  Documents  other than the Borrower and the  Guarantor
have the  corporate  power and  authority  to enter into and perform each of the
Credit Documents and that each of the Credit Documents has been duly authorized,
executed and delivered by each such other party.

     In giving the opinion  expressed  in  paragraph  numbered 3 below,  we have
relied  upon a  certificate  of an  officer  of  each  of the  Borrower  and the
Guarantor which specifically identifies, and states that we have received copies
of, each indenture,  mortgage,  deed of trust, credit agreement,  loan agreement
and any other similar  material  agreement,  contract or instrument to which the
Borrower or the  Guarantor  or any of the  Material  Domestic  Subsidiaries  (as
hereinafter  defined),  as the case may be,  is a party or by which it or any of
its  property  or assets is bound or to which it may be  subject.  In giving the
opinion  set  forth  in  paragraph  numbered  4  below,  we have  relied  upon a
certificate  of an officer of each of the Borrower and the Guarantor  describing
actions,  suits and  proceedings  currently  pending or  threatened  against the
Borrower or the Guarantor or the Subsidiaries, as the case may be. Copies of the
certificates  referred  to in this  paragraph  are  attached  at the end of this
opinion.  Furthermore, in giving the opinions expressed in paragraphs numbered 3
and 5 below, we express no opinion as to state securities or blue sky laws.

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

                                                                       EXHIBIT C
                                                                          Page 3

     1.  Each  of  the  Borrower,   the  Guarantor  and  the  material  domestic
subsidiaries of the Guarantor  listed on Annex I hereto (the "Material  Domestic
Subsidiaries") (i) is a duly organized and validly existing  corporation in good
standing under the laws of the jurisdiction of its  incorporation,  (ii) has the
power and  authority to own its property and assets and to transact the business
in which it is engaged and (iii) is duly qualified as a foreign  corporation and
in good standing in each jurisdiction where the ownership,  leasing or operation
of property or the conduct of its business requires such  qualification,  except
where the failure to be so qualified could not have a material adverse effect on
the business,  operations,  property, assets, condition (financial or otherwise)
or prospects of the Borrower,  the Guarantor,  or the Guarantor and the Material
Domestic Subsidiaries taken as a whole.

     2.  Each of the  Borrower  and the  Guarantor  has the  corporate  power to
execute,  deliver  and perform  the terms and  provisions  of each of the Credit
Documents to which it is a party and has taken all necessary corporate action to
authorize the execution,  delivery and  performance by it of each of such Credit
Documents.  Each of the  Borrower  and  the  Guarantor  has  duly  executed  and
delivered  each of the Credit  Documents to which it is a party and each of such
Credit Documents constitutes its legal, valid and binding obligation enforceable
in accordance with its terms except as the enforceability thereof may be limited
by  applicable  bankruptcy,  insolvency,  reorganization  or other  similar laws
affecting  creditors'  rights  generally  and by  general  equitable  principles
(regardless of whether the issue of enforceability is considered in a proceeding
in equity or at law).

     3. Neither the  execution,  delivery or  performance by the Borrower or the
Guarantor of the Credit  Documents to which it is a party,  nor compliance by it
with the terms and provisions thereof,  (i) will contravene any provision of any
law, statute, rule or regulation (including, without limitation, Regulation X of
the Board of  Governors  of the Federal  Reserve  System) or, to the best of our
knowledge after due inquiry, any order, writ,  injunction or decree of any court
or  governmental  instrumentality,  (ii) will result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a default under, or

                                                                       EXHIBIT C
                                                                          Page 4

result in the creation or imposition of (or the  obligation to create or impose)
any Lien upon any of the property or assets of the  Borrower,  the  Guarantor or
any  of  the  Material  Domestic  Subsidiaries  pursuant  to  the  terms  of any
indenture,  mortgage,  deed of trust,  credit  agreement,  loan agreement or any
other material agreement listed in the officer's  certificate  referred to above
or (iii) will  violate any  provision of the  Certificate  of  Incorporation  or
ByLaws of the Borrower or the Guarantor.

     4.  To the  best  of our  knowledge  based  on  the  certificate  regarding
litigation referred to above, there are no actions, suits or proceedings pending
or  threatened  (i)  with  respect  to any  Credit  Document  or (ii)  that  are
reasonably  likely to materially and adversely affect the operations,  business,
property,  assets,  condition  (financial  or  otherwise)  or  prospects  of the
Borrower or the  Guarantor  or the  Guarantor  and the  Subsidiaries  taken as a
whole.

     5. No order, consent, approval, license, authorization or validation of, or
filing,  recording or  registration  with (except as have been  obtained or made
prior to the Restatement  Effective  Date), or exemption by, any governmental or
public body or authority,  or any subdivision thereof, is required to authorize,
or is required in connection  with, (i) the execution,  delivery and performance
of any Credit Document to which the Borrower or the Guarantor is a party or (ii)
the enforceability of any such Credit Document.

     6. None of the Borrower,  the Guarantor or any Material Domestic Subsidiary
is an "investment  company" within the meaning of the Investment  Company Act of
1940, as amended.

     7. None of the Borrower,  the Guarantor or any Material Domestic Subsidiary
is a "holding company," or a "subsidiary  company" of a "holding company," or an
"affiliate"  of a "holding  company" or of a "subsidiary  company" of a "holding
company"  within the meaning of the Public Utility  Holding Company Act of 1935,
as amended.

     8. The  choice of New York law as the  governing  law of each of the Credit
Documents is a valid choice of law.

                                                                       EXHIBIT C
                                                                          Page 5

     9. The consent by the Borrower in Section  12.08 of the  Agreement,  and by
the  Guarantor  in  Section 18 of the  Guaranty  to the  jurisdiction  of courts
sitting in the State of New York is a valid consent to the  jurisdiction of such
courts.

     10. In reliance upon the legal opinion of White & Case, which states, among
other things,  that the New York branch of Swiss Bank Corporation,  as Letter of
Credit  Issuer,   is  subject  to  regulation   and   supervision  in  a  manner
substantially  equivalent  to that  applicable to a state  chartered  bank doing
business in New York, and assuming that the proceeds of the Commercial Paper are
used for the purpose set forth in the Credit Agreement,  Commercial Paper issued
and sold in accordance with the terms of the Credit Agreement and the Depositary
Agreement  will be an exempt  security  under Section 3(a) (2) of the Securities
Act of 1933, as amended, and neither registration of such Commercial Paper under
said Act,  nor  qualification  of an indenture  with respect to such  Commercial
Paper  under the  Trust  Indenture  Act of 1939,  as  amended,  is  required  in
connection  with the  offering,  issuance,  sale or delivery of such  Commercial
Paper under the circumstances contemplated by the Depositary Agreement.

     We are  members of the Bar of the State of New York and  express no opinion
as to the laws of any  jurisdiction  other than  those of the  United  States of
America and the State of New York and the general corporate laws of the State of
Delaware.

     Moody's Investors Service,  Inc., Standard & Poor's Ratings Group,  Goldman
Sachs Money Markets, L.P. and Chase Securities,  Inc. may rely upon this opinion
as if it were addressed to them. The opinions expressed herein may not be relied
upon in any manner or for any purpose by any other person other than the persons
to which they are addressed.

                                                 Very truly yours,

                                                                        ANNEX I
                                                                          to
                                                                       Exhibit C

                         Material Domestic Subsidiaries

1)   BBDO Worldwide Inc.
2)   BBDO Atlanta, Inc.
3)   BBDO Chicago, Inc.
4)   BBDO Detroit Inc.
5)   DDB Needham Worldwide Inc.
6)   DDB Needham Chicago Inc.
7)   Rapp Collins Worldwide Inc.
8)   Alcone Sims O'Brien, Inc.
9)   Tracy-Locke, Inc.
10)  Frank J. Corbett, Inc.
11)  Kallir, Philips, Ross, Inc.
12)  Thomas A. Schutz Co., Inc.

                                                                     EXHIBIT D-1

                              OMNICOM FINANCE INC.

                             Officers' Certificate

     I, the undersigned,  {President/Vice-President}  of Omnicom Finance Inc., a
corporation  organized and existing under the laws of Delaware (the "Borrower"),
DO HEREBY CERTIFY that:

     1. This Certificate is furnished  pursuant to Section 6.06(a) of the Credit
Agreement,  dated as of June 30,  1988,  amended  and  restated as of January 1,
1993,  and further  amended and restated as of July 15, 1994 among the Borrower,
the Banks party  thereto and Swiss Bank  Corporation,  as Agent and as Letter of
Credit  Issuer  (such  Credit  Agreement,  as in  effect  on the  date  of  this
Certificate,  being  herein  called the "Credit  Agreement").  Unless  otherwise
defined  herein  capitalized  terms used in this  Certificate  have the meanings
assigned to those terms in the Credit Agreement.

     2. The persons named below have been duly elected,  have duly  qualified as
and at all times since _____________ (1) (to and including and date hereof) have
been officers of the Borrower, holding the respective offices below set opposite
their names, and the signatures below set opposite their names are their genuine
signatures.

                  Name (2)           Office          Signature
                 ----------        ----------        ----------

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

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

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

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

(1) Insert a date  prior to the time of any  corporate  action  relating  to the
    Credit Agreement.
 
(2) Include name,  office and signature of each officer who will sign any Credit
    Document, including the officer who will sign the  certification  at the end
    of this certificate.

                                                                     EXHIBIT D-1
                                                                          Page 2
         
     3.  Attached  hereto  as  Exhibit  A  is  a  copy  of  the  Certificate  of
Incorporation  of the  Borrower as filed in the Office of  _________________  on
________,  19__,  together with all amendments  thereto adopted through the date
hereof.

     4.  Attached  hereto as Exhibit B is a true and correct copy of the By-Laws
of the Borrower as in effect on ________,  together with all amendments  thereto
adopted through the date hereof.

     5. Attached  hereto as Exhibit C is a true and correct copy of  resolutions
duly  adopted  by the  Board  of  Directors  of the  Borrower  at a  meeting  on
__________(3),  at which a quorum  was  present  and  acting  throughout,  which
resolutions have not been revoked,  modified, amended or rescinded and are still
in full force and effect. Except as attached hereto as Exhibit C, no resolutions
have been adopted by the Board of Directors of the Borrower  which deal with the
execution, delivery or performance of any of the Credit Documents.

     6. On the date hereof,  the  representations  and  warranties  contained in
Section 7 of the Credit  Agreement  are true and correct,  both before and after
giving  effect to each  Borrowing  to be  incurred  on the date  hereof  and the
application of the proceeds thereof.

     7. On the date  hereof,  no Default or Event of Default has occurred and is
continuing or would result from the Borrowings to be incurred on the date hereof
or from the application of the proceeds thereof.

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

(3) Insert same date as in paragraph 2 of this certificate.

                                                                     EXHIBIT D-1
                                                                          Page 3

     8. I know  of no  proceeding  for the  dissolution  or  liquidation  of the
Borrower or threatening its existence.

     IN  WITNESS  WHEREOF,  I  have  hereunto  set  my  hand  this  ____  day of
_____________, 19__.

                                          OMNICOM FINANCE INC.

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

I, the undersigned,  {Secretary/Assistant  Secretary} of the Borrower, DO HEREBY
CERTIFY that:

     1.  {Insert  name of Person  making the above  certifications}  is the duly
elected and qualified ___________ of the Borrower and the signature above is his
genuine signature.

     2. The certifications  made by {Name} in items 2, 3, 4 and 5 above are true
and correct.

     3. I know  of no  proceeding  for the  dissolution  or  liquidation  of the
Borrower or threatening its existence.

     IN  WITNESS  WHEREOF,  I  have  hereunto  set  my  hand  this  ____  day of
____________, 19__.

                                          OMNICOM FINANCE INC.

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

                                                                     EXHIBIT D-2

                               OMNICOM GROUP INC.

                             Officers' Certificate

     I, the  undersigned,  {President/Vice-President}  of Omnicom  Group Inc., a
corporation organized and existing under the laws of New York (the "Guarantor"),
DO HEREBY CERTIFY that:

     1. This Certificate is furnished  pursuant to Section 6.06(b) of the Credit
Agreement,  dated as of June 30,  1988,  amended  and  restated as of January 1,
1993,  and further  amended  and  restated as of July 15,  1994,  among  Omnicom
Finance  Inc.  (the  "Borrower"),   the  Banks  party  thereto  and  Swiss  Bank
Corporation,  as Agent and as Letter of Credit Issuer (such Credit Agreement, as
in effect on the date of this  Certificate,  being  herein  called  the  "Credit
Agreement").  Unless  otherwise  defined herein  capitalized  terms used in this
Certificate have the meanings assigned to those terms in the Credit Agreement.

     2. The persons named below have been duly elected,  have duly  qualified as
and at all time since  ____________(1)  (to and  including and date hereof) have
been  officers  of the  Guarantor,  holding  the  respective  offices  below set
opposite  their names,  and the  signatures  below set opposite  their names are
their genuine signatures.

                   Name (2)        Office       Signature
                  ----------     ----------     ----------

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

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

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

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

1)  Insert a date  prior to the time of any  corporate  action  relating  to the
    Guaranty.

2) Include  name,  office and signature of each officer who will sign any Credit
   Document,  including the officer who will sign the  certification  at the end
   of this certificate.

                                                                     EXHIBIT D-2
                                                                          Page 2
     
     3.  Attached  hereto  as  Exhibit  A  is  a  copy  of  the  Certificate  of
Incorporation  of the Guarantor as filed in the Office of  _________________  on
________,  19__,  together with all amendments  thereto adopted through the date
hereof.

     4.  Attached  hereto as Exhibit B is a true and correct copy of the By-Laws
of the  Guarantor  as in effect on  ________(3),  together  with all  amendments
thereto adopted through the date hereof.

     5. Attached  hereto as Exhibit C is a true and correct copy of  resolutions
duly  adopted  by the  Board of  Directors  of the  Guarantor  at a  meeting  on
__________,  at  which  a  quorum  was  present  and  acting  throughout,  which
resolutions have not been revoked,  modified, amended or rescinded and are still
in full force and effect. Except as attached hereto as Exhibit C, no resolutions
have been adopted by the Board of Directors of the Guarantor which deal with the
execution, delivery or performance of any of the Credit Documents.

     6. On the date hereof,  the  representations  and  warranties  contained in
Section 6 of the  Guaranty  are true and  correct,  both before and after giving
effect to each  Borrowing to be incurred on the date hereof and the  application
of the proceeds thereof.

     7. On the date  hereof,  no Default or Event of Default has occurred and is
continuing or would result from the Borrowings to be incurred on the date hereof
or from the application of the proceeds thereof.

     8. I know  of no  proceeding  for the  dissolution  or  liquidation  of the
Guarantor or threatening its existence.

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

(3) Insert same date as in paragraph 2 of this certificate.

                                                                     EXHIBIT D-2
                                                                          Page 3

     IN  WITNESS  WHEREOF,  I  have  hereunto  set  my  hand  this  ____  day of
_____________, 19__.

                                          OMNICOM GROUP INC.

                                                By___________________________
                                                  Name:
                                                  Title:

I, the undersigned,  {Secretary/Assistant Secretary} of the Guarantor, DO HEREBY
CERTIFY that:

     1.  {Insert  name of Person  making the above  certifications}  is the duly
elected and qualified  ___________  of the Guarantor and the signature  above is
his genuine signature.

     2. The certifications  made by {Name} in items 2, 3, 4 and 5 above are true
and correct.

     3. I know  of no  proceeding  for the  dissolution  or  liquidation  of the
Guarantor or threatening its existence.

     IN  WITNESS  WHEREOF,  I  have  hereunto  set  my  hand  this  ____  day of
____________, 19__.

                                          OMNICOM GROUP INC.

                                                By___________________________
                                                  Name:
                                                  Title:

                                                                       EXHIBIT E

                             SWISS BANK CORPORATION
                              10 East 50th Street
                               New York, New York

                                                             as of July 15, 1994

                  AMENDED AND RESTATED PARTICIPATION AGREEMENT

To Each of the Banks listed
on Annex A hereto (each a
"Participant" and collectively,
the "Participants"):

     We and  you,  in our  individual  capacities,  are  each  party to a Credit
Agreement (as modified,  supplemented  or amended from time to time, the "Credit
Agreement")  dated as of June 30,  1988,  amended and  restated as of January 1,
1993, and further amended and restated as of July 15, 1994 among Omnicom Finance
Inc. (the "Company"),  each of the banks named therein (the "Banks"),  and Swiss
Bank Corporation, as Agent, and as Letter of Credit Issuer, pursuant to which we
agree,  in our  capacity as Letter of Credit  Issuer,  to issue,  subject to the
fulfillment of certain conditions precedent, a Letter of Credit, for the account
of the  Company in support of the  obligations  of the Company as more fully set
forth in the Credit Agreement in a Stated Amount (all capitalized  terms defined
in the Credit  Agreement  and not defined  herein are used herein as so defined)
equal to the Total Commitment.

     This  Participation  Agreement  will  confirm  the  arrangement  between us
whereby we agree to grant,  and you agree to  acquire,  a  participation  in the
Letter of Credit  issued by us pursuant to the Credit  Agreement  and in certain
Drawings made thereunder ("your  participation"),  which  participation shall be
based upon whether Drawings (and any Unpaid Drawings resulting  therefrom) under
the  Letter of Credit  are made in  respect  of  Tranche A  Commercial  Paper or
Tranche B  Commercial  Paper,  with each of you  participating  in Drawings  and
Unpaid  Drawings in respect of Tranche A Commercial  Paper in the percentage (if
any) set forth opposite your name on Annex A hereto under the heading "Tranche A

                                                                       EXHIBIT E
                                                                          Page 2

Participation  Percentage" and each of you  participating in Drawings and Unpaid
Drawings in respect of Tranche B Commercial Paper in the percentage (if any) set
forth  opposite  your  name on Annex A  hereto  under  the  heading  "Tranche  B
Participation Percentage", in each case on the following terms and conditions:

     (1) Promptly upon the  occurrence  of any Unpaid  Drawing in respect of any
Tranche in which you are participating  (including the failure by the Company to
reimburse  us in full for any  Drawing  in respect  of such  Tranche)  under the
Letter of Credit,  we shall advise you thereof and you shall  promptly pay to us
the amount of your participation in such Unpaid Drawing by transferring the same
to us, in Dollars and immediately  available funds, at 10 East 50th Street,  New
York, New York 10022 (Attention: Syndications Department). To the extent you are
unable to effect  such  transfer  on the date of such  advice,  you agree to pay
interest to us on such amount until such  transfer is effected at the  overnight
Federal Funds rate for the next  succeeding  Business Day and  thereafter at the
Base Rate plus 2% per annum.

     (2)  Provided  you shall  have made all  payments  to us  required  by this
Participation  Agreement,  we shall  transfer to you at your  address and to the
attention  specified in Schedule II to the Credit  Agreement your  proportionate
share of all  payments  received  by us in  respect  of Unpaid  Drawings  of any
Tranche in which you are participating,  whether received from the Company, from
the Guarantor  pursuant to the Guaranty or  otherwise,  in each case as to which
your  participation  hereunder is entitled,  all as and, to the extent possible,
when we receive them and in the same funds in which such amounts are received.

     (3) If (i) we shall pay any amount to you  pursuant  to this  Participation
Agreement in the belief or expectation  that a related  payment has been or will
be received or collected  from the Company and (ii) such related  payment is not
received or collected by us, then you will  promptly on demand by us return such
amount to us, together with interest thereon, at such rate as we shall determine
to be customary  between banks for correction of errors.  If we determine at any
time that any amount  received or  collected  by us in respect of or pursuant to

                                                                       EXHIBIT E
                                                                          Page 3

the Credit  Agreement  or the  Guaranty,  must be returned to the Company or the
Guarantor or paid to any other person or entity  pursuant to any  insolvency law
or otherwise,  then,  notwithstanding  any other provision of this Participation
Agreement,  we shall not be required to distribute  any portion  thereof to you,
and you will  promptly on demand by us repay to us any portion  thereof  that we
shall have  theretofore  distributed to you,  together with interest  thereon at
such rate,  if any, as we shall pay to the Company,  the Guarantor or other such
Person or entity with respect thereto.

     (4) You hereby  acknowledge that certain rights have been granted to you as
a  Participant  pursuant  to the terms of the Credit  Agreement,  and you hereby
agree to perform and be bound by the terms of the Credit Agreement to the extent
applicable to you by reason of your participation acquired hereunder.

     (5) It is understood that we will exercise and give the same degree of care
and  attention to the  administration  of the Letter of Credit as we give to our
other letters of credit and similar obligations,  and that our sole liability to
you shall be to  distribute  promptly,  as and when received by us, as stated in
Paragraph 2 hereof,  your proportionate  share of any payment of Unpaid Drawings
in respect of a Tranche in which you are participating which we may receive, and
beyond this,  except as expressly  provided herein,  no other  responsibility is
assumed.  It is further understood that: (i) we may use our sole discretion with
respect to  exercising  or  refraining  from  exercising  any right to taking or
refraining  from taking any actions which may be vested in us or which we may be
entitled to take or assert  under the Credit  Documents;  and (ii) we shall not,
absent gross  negligence  or willful  misconduct,  be under any liability to you
with  respect to anything  which we may do or refrain from doing in the exercise
of our best  judgment  or which  may seem to us to be  necessary  or  desirable.
Without  in any way  limiting  the  foregoing,  we may rely  upon the  advice of
counsel  concerning  legal  matters  and upon any written  communication  or any
telephone  conversation  which we believe to be genuine  and  correct or to have
been signed, sent or made by the proper person and shall not be required to make
any inquiry  concerning  the  performance by the Company or any other obligor of
any of its  obligations  and  liabilities  under  or in  respect  of the  Credit
Documents.  We shall have no obligations  to make any claim,  or assert any lien

                                                                       EXHIBIT E
                                                                          Page 4

upon any property  held by us or assert any offset  thereagainst.  We may accept
deposits from, make loans or otherwise extend credit to, and generally engage in
any kind of  banking or trust  business  with the  Company  or any other  Person
obligated under the Credit  Documents or in respect of any document  referred to
therein and receive  payment in such loans or extensions of credit and otherwise
act with respect thereto freely and without accountability in the same manner as
if this Participation  Agreement and the transactions  contemplated thereby were
not in effect.

     (6) You acknowledge that in addition to your participation in the Letter of
Credit issued by us and in Drawings and Unpaid Drawings thereunder in respect of
each Tranche of  Commercial  Paper,  the other  Participants  are  participating
therein in various percentages of each Tranche,  which percentages when added to
the percentage  (if any) which we are retaining for ourselves  aggregate 100% of
each  Tranche.  You  agree  that you  shall  have no right  of  action  or claim
whatsoever  against  us  as a  result  of  our  exercising  or  refraining  from
exercising  any right or taking or refraining  from taking any actions which may
be vested in us or which we may be entitled  to take or assert  under the Credit
Documents  with respect to the Letter of Credit,  other than rights of action or
claims resulting solely from our gross negligence or willful misconduct.

     (7) We make no representation and shall have no responsibility with respect
to: (i) the genuineness, legality, validity, binding effect or enforceability of
any of the Credit  Documents;  (ii) the  truthfulness and accuracy of any of the
representations  contained in the Credit Documents;  (iii) the filing, recording
or taking  (other than as  expressly  required by the Credit  Documents)  of any
action with respect to any of the Credit Documents;  (iv) the  collectibility of
any Unpaid  Drawing;  and/or (v) the  financial  condition of the  Company,  the
Guarantor or of any other Person.

     (8) Subject to the following sentence, you may grant or sell participations
in your participation  hereunder.  To the extent you so grant a participation to
another Person, (x) such Person shall not be a "Participant"  within the meaning
of the Credit  Agreement;  (y) unless  expressly agreed to in writing by us, you

                                                                       EXHIBIT E
                                                                          Page 5

shall  not  be  relieved  of  your  obligations  hereunder  by  reason  of  such
disposition or grant and we shall incur no liability or  responsibility  to such
subparticipant; and (z) after any such grant of participation by any of you, the
exercise of your rights and remedies hereunder,  under the Credit Agreement, the
Guaranty  and your Note shall not be subject  to the  consent of the  respective
purchaser  of a  participation,  other than any such  exercise  which  would (a)
increase the amount of your Commitment, (b) reduce the principal of, or interest
on,  your Note,  or any fees or other  amounts  payable  hereunder  or under the
Credit Agreement or the Guaranty, or (c) postpone any date fixed for any payment
of principal of, or interest on, your Note, or any fees or other amounts payable
hereunder or under the Credit Agreement or the Guaranty.  Promptly following any
such participation granted or sold by you, you shall notify the Company thereof.
You  represent,  and in granting this  participation  to you it is  specifically
understood and agreed,  that you are acquiring your  participation in the Letter
of Credit and in Drawings made  thereunder  for your own account in the ordinary
course of your business and not with a view to or for sale in  connection  with,
any distribution thereof.

     (9) To the  extent  that we are not  reimbursed  by the  Company  under the
Credit Agreement you will reimburse us on demand,  in proportion to your various
percentages  used in determining  the Required Banks under and as defined in the
Credit Agreement for and against any and all liabilities,  obligations,  losses,
damages,   penalties,   claims,  actions,   judgments,  suits,  costs,  expenses
(including,  without limitation,  attorneys' fees and expenses) or disbursements
of any kind or  nature  whatsoever  which may be  imposed  on,  incurred  by, or
asserted  against  us, in any way  relating  to or arising  out of the Letter of
Credit or any  action  taken or  omitted by either of us under any of the Credit
Documents with respect thereto; provided,  however, that you shall not be liable
to us for  any  portion  of  such  liabilities,  obligations,  losses,  damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from our gross negligence or willful  misconduct.  Your  obligations  under this
Paragraph  9 shall  survive the  termination  of the Credit  Documents  and this
Participation Agreement and the payment of all Unpaid Drawings.

                                                                       EXHIBIT E
                                                                          Page 6

     (10) We shall have no duties or responsibilities to you except as expressly
set forth herein.  We shall not have by reason  hereof a fiduciary  relationship
with respect to you, and nothing herein,  express or implied,  is intended to or
shall be so  construed  as to impose upon us any  obligations  in respect of the
Credit Documents, except as expressly set forth therein or herein, or in respect
of the  Letter  of  Credit.  You  agree to be  bound  by all our  determinations
(including,   without   limitations,   those  made  in  respect  of  conflicting
instructions  received in respect of the Credit  Documents)  made in  connection
therewith  so long as such  determinations  are  made in the  absence  of  gross
negligence or willful  misconduct.  Independently  and without reliance upon us,
you, to the extent you deem it appropriate, have made and shall continue to make
your own independent  investigation and appraisal of the financial condition and
affairs of the Company and the  Guarantor in  connection  with their  respective
obligations under the Credit Documents; and except as expressly provided herein,
we  shall  not  have  any  duty  or  responsibility,  either  initially  or on a
continuing  basis,  to  provide  you with any credit or other  information  with
respect to the Credit Documents, whether coming into our possession prior to the
date hereof or at any time or times thereafter.

     (11) Except as otherwise expressly provided herein, all notices,  requests,
demands and other communications hereunder shall be given in the manner provided
in the Credit Agreement.

     (12) This Participation  Agreement may not be changed orally, but only by a
writing signed by the party against whom enforcement of such change is sought.

     (13) This Participation Agreement and our respective rights and obligations
shall be construed in  accordance  with and governed by the laws of the State of
New York.

     (14) You agree that if you should receive any amount  (whether by setoff or
otherwise) in respect of your participation  other than pursuant to Section 2.10
of the Credit  Agreement  or from us  pursuant to  Paragraph 2 hereof,  you will
remit all of same to us to the extent  required  by Section  12.06 of the Credit
Agreement,  and we will further distribute to you and all other Participants the
amounts required pursuant to Paragraph 2 hereof, and your participation shall be

                                                                       EXHIBIT E
                                                                          Page 7

adjusted to reflect such remittance. We acknowledge that your agreement to share
amounts pursuant to this Paragraph 14 is given on the  understanding  that there
is a mutual obligation on our part to share such amounts.

     (15)  This  Participation  Agreement  may  be  executed  in any  number  of
counterparts and by the different parties hereto on separate counterparts,  each
of which when so executed and delivered  shall be an original,  but all of which
shall  constitute one and the same  instrument.  A complete set of  counterparts
shall be lodged with us and each of you.

     If the foregoing  correctly sets forth the  arrangement  between us, please
indicate your  confirmation  thereof and your  acceptance  of the  participation
hereby  offered  by  signing  and  returning  to us the  enclosed  copy  of this
Participation Agreement.

                                             Very truly yours,

                                             SWISS BANK CORPORATION, acting
                                               through its New York Branch

                                             By__________________________
                                               Title:

                                             By__________________________
                                               Title:

Confirmed  and  accepted  as of the date
first above written.

THE CHASE MANHATTAN BANK, N.A.

By___________________________
  Title:

                                                                       EXHIBIT E
                                                                          Page 8

THE NORTHERN TRUST COMPANY

By___________________________
  Title:

SOCIETE GENERALE FINANCIAL CORP.

By___________________________
  Title:

ABN AMRO BANK N.V. (successor by
  merger to Algemene Bank Nederland
  N.V.), New York Branch

By___________________________
  Title:

By___________________________
  Title:

CITIBANK, N.A.

By___________________________
  Title:

DRESDNER BANK AG, New York and
  Grand Cayman Branches

By___________________________
  Title:

                                                                       EXHIBIT E
                                                                          Page 9

MARINE MIDLAND BANK

By___________________________
  Title:

CHEMICAL BANK

By___________________________
  Title:

CONTINENTAL BANK

By___________________________
  Title:

THE FUJI BANK, LIMITED

By___________________________
  Title:

MELLON BANK, N.A.

By___________________________
  Title:

UNION BANK OF SWITZERLAND

By___________________________
  Title:

                                                                       EXHIBIT E
                                                                         Page 10

WACHOVIA BANK OF GEORGIA, N.A.

By___________________________
  Title:

WESTPAC BANKING CORPORATION

By___________________________
  Title:

By___________________________
  Title:

Agreed:

OMNICOM FINANCE INC.

By___________________________
  Title:

                                                                       ANNEX A
                                                                          to
                                                                       Exhibit E

                           PARTICIPATION PERCENTAGES

                                              TRANCHE A           TRANCHE B
                                            PARTICIPATION       PARTICIPATION
NAME OF BANK                                 PERCENTAGE           PERCENTAGE
- ------------                                -------------       -------------

THE CHASE MANHATTAN BANK, N.A.                    0%                  100%
THE NORTHERN TRUST COMPANY                    13.63638%                0%
SOCIETE GENERALE FINANCIAL CORP.              13.63638%                0%
ABN AMRO BANK N.V.                             6.81818%                0%
CITIBANK, N.A.                                 6.81818%                0%
DRESDNER BANK AG                               6.81818%                0%
MARINE MIDLAND BANK, N.A.                      6.81818%                0%
CHEMICAL BANK                                  4.54545%                0%
CONTINENTAL BANK                               4.54545%                0%
THE FUJI BANK, LIMITED                         4.54545%                0%
MELLON BANK, N.A.                              4.54545%                0%
UNION BANK OF SWITZERLAND                      4.54545%                0%
WESTPAC BANKING CORPORATION                    4.54545%                0%
WACHOVIA BANK OF GEORGIA, N.A.                 4.54545%                0%
                                              ---------               ----
               TOTAL:                         86.36363%               100%
                                              =========               ====

                                                                       EXHIBIT F

                          IRREVOCABLE LETTER OF CREDIT
                             SWISS BANK CORPORATION
                                New York Branch

                                                               ___________, 19__

Irrevocable Letter of Credit No. ___________

Morgan Guaranty Trust Company of New York
60 Wall Street (36/60W)
New York, New York  10260-0060

                  Attention: Commercial Paper Client Services
                             --------------------------------

Ladies and Gentlemen:

     At the request and on the  instructions  of our customer,  Omnicom  Finance
Inc.  (the  "Company"),  we (the  "Bank")  hereby  establish  in your favor this
irrevocable  Letter  of  Credit  in  the  amount  of  {insert  amount  of  Total
Commitment}  (hereinafter called the "Stated Amount").  This Letter of Credit is
issued to you for the benefit of the holders of promissory notes (and only those
notes) of the Company (the "Commercial  Paper Notes") issued,  authenticated and
delivered by you as Issuing Agent pursuant to that certain Depositary  Agreement
dated as of August 2, 1988,  and  amended  and  restated as of July 15, 1994 (as
amended from time to time, the "Depositary Agreement"), to which the Company and
you are parties and to which we are a consenting  party.  Each Commercial  Paper
Note issued,  authenticated and delivered by you under the Depositary  Agreement
shall be entitled to the benefits of this Letter of Credit,  provided  that such
Commercial  Paper Note is  presented  at your offices no later than the close of
business of your Corporate Trust Department on the 15th day following the stated
maturity date of such Commercial Paper Note (or, if such 15th day shall not be a
Business Day, on the next Business Day following such date).

     Subject to the further  provisions  of this  Letter of Credit,  demands for
payment may be made by you from time to time hereunder by presentation to us, at
the Letter of Credit  Department  at our office  located at 10 East 50th Street,
New York,  New York 10022 or at such  other  office in the City and State of New

                                                                       EXHIBIT F
                                                                          Page 2

York as we may designate by written notice delivered to you, of your certificate
on your letterhead in the form of Annex A hereto (a "Drawing Certificate").

     Demand for  payment  may be made by you under this  Letter of Credit at any
time during our business  hours at our  aforesaid  address on a Business Day (as
hereinafter defined). If demand for payment is made by you hereunder at or prior
to 10:00 A.M.  (New York time) on any Business Day and provided that such demand
for payment and the documents  presented in connection  therewith conform to the
terms  and  conditions  hereof,  payment  shall  be  made  to you of the  amount
demanded,  in immediately available funds, prior to 1:00 P.M. (New York time) on
the same Business Day, by our depositing  such funds in the special  account no.
272-12-343  maintained  by the Bank at your  office  specified  above  (the "L/C
Account").  Only  funds  consisting  of the  general  funds of the Bank shall be
deposited in the L/C Account.

     Demand  for  payment  hereunder  honored  by us shall not exceed the Stated
Amount, as the Stated Amount may have been reinstated by us as in this paragraph
provided.  Subject  to  the  preceding  sentence,  each  drawing  honored  by us
hereunder  shall pro tanto reduce the Stated Amount,  it being  understood  that
after the  effectiveness  of any such  reduction,  you shall no longer  have any
right to make a drawing  hereunder  in respect of the  amount so  reduced.  Upon
repayment to us in full by the Company of amounts  drawn  hereunder,  the Stated
Amount shall automatically be reinstated by an amount equal to such drawing.

     If a Drawing  Certificate  presented  by you  hereunder  does  not,  in any
instance, conform to the terms and conditions of this Letter of Credit, we shall
give you prompt notice that presentation was not effected in accordance with the
terms and conditions of this Letter of Credit,  stating the reasons therefor and
that we are holding such Drawing Certificate at your disposal.  Partial drawings
are permitted under this Letter of Credit.

     This  Letter  of  Credit  shall  expire  at our  close of  business  at our
aforesaid  address on the earlier to occur of the following  dates: (i) June 30,
1997, or (ii) the date on which this Letter of Credit is  surrendered  by you to
us in accordance  with Section 3.01 of the Credit  Agreement  referred to in the

                                                                       EXHIBIT F
                                                                          Page 3

Depositary Agreement.  This Letter of Credit shall be promptly surrendered to us
by you upon any expiration  pursuant to the preceding  sentence.  As used herein
the  term  "Business  Day"  means a day on which  the  office  specified  in the
Commercial Paper Notes as the place of payment of such Commercial Paper Notes is
open for business,  on which the office of your  Corporate  Trust  Department is
open for  business  and on which we are open for the purpose of  conducting  our
commercial banking business.

     This Letter of Credit is  transferable in its entirety (but not in part) to
the extent of the then available Stated Amount hereunder,  to any transferee who
has succeeded you as Depositary  under the Depositary  Agreement,  and may be so
successively  transferred.  Transfer of the available drawings under this Letter
of Credit  shall be  effected  by  presentation  to us of this Letter of Credit,
accompanied  by a certificate in the form of Annex B hereto  attached,  with the
blanks  therein  completed in accordance  with this Letter of Credit.  Upon such
presentation,  we shall forthwith issue an irrevocable Letter of Credit in favor
of such transferee in the form of this Letter of Credit,  except that the amount
available under such Letter of Credit shall be the then available Stated Amount.

     All  documents  presented to us in  connection  with any demand for payment
hereunder,  as well as all notices and other  communications to us in respect of
this Letter of Credit,  shall be in writing and addressed and presented to us at
our aforesaid  address  (including by way of facsimile at (212) 574-4657 or such
other  number as we shall  notify you of in  writing)  and shall  make  specific
reference to this Letter of Credit by number. Such documents,  notices and other
communications  shall  be  personally  delivered  to us  (including  by  way  of
facsimile as set forth in the  preceding  sentence),  and marked  "Urgent -- For
Immediate Delivery".

     This Letter of Credit,  except as otherwise expressly stated herein, is not
transferable and, except as otherwise expressly stated herein, is subject to the
Uniform   Customs  and  Practice  for  Documentary   Credits  (1993   Revision),
International Chamber of Commerce,  Publication No. 500 (the "Uniform Customs").

                                                                       EXHIBIT F
                                                                          Page 4

This  Letter of Credit  shall be deemed to be a contract  made under the laws of
the State of New York and  shall,  as to matters  not  governed  by the  Uniform
Customs, be governed by and construed in accordance with the laws of said State.

                                               Very truly yours,

                                               SWISS BANK CORPORATION,
                                                 NEW YORK BRANCH

                                              By_____________________
                                                Title:

                                              By_____________________
                                                Title:

                                                                     ANNEX A
                                                                       to
                                                                Letter of Credit

     The undersigned, a duly authorized officer of Morgan Guaranty Trust Company
of New York, does hereby certify that:

     1.  Morgan  Guaranty  Trust  Company of New York,  as  fiduciary  under the
Depositary  Agreement for the holders of the  below-mentioned  promissory  notes
(the "Commercial Paper Notes"),  is making demand for payment in accordance with
Letter of Credit  No.  _____________  dated  ___________,  19__ (the  "Letter of
Credit") issued by Swiss Bank  Corporation,  New York Branch (the "Bank") to pay
the face amount of the  Commercial  Paper  Notes of Omnicom  Finance  Inc.  (the
"Company"),   which  Commercial  Paper  Notes  were  issued,  authenticated  and
delivered by Morgan  Guaranty  Trust Company of New York under and in accordance
with the Depositary Agreement referred to in the Letter of Credit.

     2. The serial number,  the date of issuance,  the stated  maturity date and
the face amount of each  Commercial  Paper Note with respect to which demand for
payment is being made  hereunder  are set forth in  Schedule I attached  hereto.
{Each  Commercial  Paper Note referred to in the  preceding  sentence was issued
prior to {insert Restatement Effective Date} and, accordingly,  88% of each such
Commercial  Paper Note  constitutes  Tranche A Commercial  Paper and 12% of each
such  Commercial  Paper Note  constitutes  Tranche B  Commercial  Paper.}  {Each
Commercial  Paper Note  referred to in the  preceding  sentence was issued on or
after  {insert  Restatement  Effective  Date},  and also set forth on Schedule I
attached hereto for each such  Commercial  Paper Note is whether such Commercial
Paper Note is a Tranche A Commercial  Paper Note or a Tranche B Commercial Paper
Note.}(4)

     3. Each  Commercial  Paper Note described in paragraph 2 above is scheduled
to mature on the Business Day next  following  the date hereof or has matured on
or prior to the date hereof, provided that, with respect to each such Commercial
Paper Note that matured on or prior to the date hereof, no amount has previously

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

(4) Insert either first bracketed sentence or second bracketed sentence.

                                                                         ANNEX A
                                                                          Page 2

been demanded by Morgan  Guaranty  Trust Company of New York under the Letter of
Credit.

     4. The  aggregate  amount  which is, or will on the next  Business  Day be,
owing on account of the face amount of Commercial Paper Note or Commercial Paper
Notes equals the total such amount specified on Schedule I attached hereto.

     5.  Demand for  payment of such  aggregate  amount is made upon the Bank as
issuer of the Letter of Credit.

     6.  Following  the Bank's  deposit to the L/C  Account  referred  to in the
Letter of Credit of the  amount  demanded  under the  Letter of  Credit,  Morgan
Guaranty  Trust  Company of New York will apply the same directly to the payment
of the  balance  owing on account of such  Commercial  Paper Notes upon or after
their  maturity,  provided that Morgan  Guaranty Trust Company of New York shall
not pay any Commercial  Paper Note with funds deposited in the L/C Account until
such Commercial Paper Note is actually  presented for payment,  and at such time
will only pay such Commercial  Paper Note with such funds if it is then entitled
to the benefits of the Letter of Credit.  On the first Business Day upon which a
Commercial  Paper Note  described in paragraph 2 above is no longer  entitled to
the benefits of the Letter of Credit,  Morgan Guaranty Trust Company of New York
shall, if such Commercial  Paper Note was not presented to Morgan Guaranty Trust
Company of New York for payment while  entitled to the benefits of the Letter of
Credit,  pay the amount  deposited  by the Bank in the L/C Account in respect of
such  Commercial  Paper  Note,  to the  Bank as  required  by  Section  1 of the
Depositary  Agreement.  Except as provided  above,  no funds shall be removed or
transferred by Morgan Guaranty Trust Company of New York from the L/C Account or
applied by it for any purpose  other than to pay such  Commercial  Paper Note or
Commercial Paper Notes.

     7.  Following  its  payment  of any  Commercial  Paper  Note  described  in
paragraph 2 above with funds in the L/C Account,  Morgan  Guaranty Trust Company
of New  York  will  deliver  by  hand  to the  Bank or in  accordance  with  its
instructions such Commercial Paper Note.

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  certificate  on
____________, 19__.

                                        MORGAN GUARANTY TRUST COMPANY
                                          OF NEW YORK

                                        By___________________________
                              
                                          Title:

Attachment

                                                                      SCHEDULE I

Serial Number
of Commercial        Date of                             Stated
Paper Note(s)        Issuance       Face Amount       Maturity Date      Tranche
- -------------        --------       -----------       -------------      -------

(List in tabular form required information for each Note)

                                                                    ANNEX B
                                                                       to
                                                                Letter of Credit

                    INSTRUCTION TO TRANSFER LETTER OF CREDIT

                                                                __________, 19__

                  Irrevocable Letter of Credit No. ___________

Swiss Bank Corporation,
  New York Branch
10 East 50th Street
New York, New York  10022

           Attention: Letter of Credit Department
                      ---------------------------

Gentlemen:

     For  value  received,   the  undersigned   beneficiary  hereby  irrevocably
transfers to:

                       ----------------------------
                           (Name of Transferee)

                       ----------------------------
                                (Address)

all rights of the  undersigned  beneficiary  to draw  under the above  Letter of
Credit (the "Letter of Credit") in its entirety.

     By this transfer,  all rights of the undersigned  beneficiary in the Letter
of Credit are  transferred to the transferee and the transferee  shall hereafter
have the sole rights as beneficiary thereof;  provided,  however, that no rights
shall be  transferred  to a transferee  unless such  transfer  complies with the
requirements of the Letter of Credit pertaining to transfers.

                                                                         ANNEX B
                                                                          Page 2

     The Letter of Credit is returned  herewith and in  accordance  therewith we
ask you to issue a new  irrevocable  letter of credit in favor of the transferee
containing the same terms and provisions as the Letter of Credit except that the
amount  available  under the new  letter of  credit  will be the then  available
Stated  Amount under the Letter of Credit,  subject to  reduction in  accordance
with the terms thereof.

                                             Very truly yours,

                                             _______________, as Depositary

                                             By_________________________

                                                                       EXHIBIT G

                              OMNICOM FINANCE INC.

                                PROMISSORY NOTE

                                                              ____________, 19__
$                                                                      No.

On  ________________,  for value  received,  OMNICOM FINANCE INC. (the "Maker"),
promises to pay to the order of "BEARER"(1) ________________________.(2)

PAYABLE IN LEGAL  TENDER OF THE UNITED  STATES OF AMERICA  FOR PAYMENT OF PUBLIC
AND PRIVATE DEBTS AT {NAME OF ADDRESS OF PAYING AGENT}.

This Note is entitled to the benefits of an irrevocable  Letter of Credit issued
to Morgan  Guaranty  Trust  Company  of New York,  as  fiduciary,  by Swiss Bank
Corporation, New York Branch. Only Morgan Guaranty Trust Company of New York, as
fiduciary,  may draw under the Letter of Credit. To receive such benefits,  this
Note must be presented at the above office of Morgan  Guaranty  Trust Company of
New  York  not  later  than  the  close  of  business  of its  {Corporate  Trust
Department}  on the 15th day  following  the above stated  maturity date (or, if
such 15th day shall not be a Business  Day, on the next  Business Day  following
such date).  As used herein,  the term  "Business  Day" means a day on which the
office  specified  in this Note as the place of payment of this Note is open for
business,  on which the {Corporate  Trust  Department} of Morgan  Guaranty Trust
Company of New York is open for  business  and on which Swiss Bank  Corporation,
New York Branch,  is open for the purpose of conducting its  commercial  banking
business.  Copies of the Letter of Credit and the related  credit  documents are
available  for  inspection  at such  office.  This Note  shall be  governed  and
construed in accordance with the laws of the State of New York.

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

(1) If registered, cross out "Bearer" and insert name of payee.

(2) Insert amount in words.

                                                                       EXHIBIT G
                                                                          Page 2

This Note is not valid unless  countersigned by Morgan Guaranty Trust Company of
New York.

                                              OMNICOM FINANCE INC.

                                             By___________________________
                                                  Authorized Signature

Countersigned:

MORGAN GUARANTY TRUST COMPANY
  OF NEW YORK,
  as Issuing Agent

By___________________________
     Authorized Signature

                                                                       EXHIBIT H

                   AMENDED AND RESTATED DEPOSITARY AGREEMENT

                                               Dated as of August 2, 1988
                                        Amended and Restated as of July 15, 1994

Morgan Guaranty Trust Company of New York
60 Wall Street (36/60W)
New York, New York  10260-0060

Attention:  Commercial Paper Client Services

          Re:  Omnicom Finance Inc.
               Commercial Paper Notes
               ----------------------

Ladies and Gentlemen:

     This  will  confirm  the  arrangements  made  with you by the  undersigned,
Omnicom  Finance  Inc.  (the  "Company"),  whereby  you  have  agreed  to act as
depositary for  safekeeping of certain notes of the Company which may be sold in
the U.S.  commercial  paper  market  and which  specifically  refer to,  and are
entitled  to the  benefits  of,  the  Letter of Credit  referred  to below  (the
"Commercial Paper Notes"),  as Issuing and Paying Agent on behalf of the Company
in connection  with the issuance and payment of Commercial  Paper Notes,  and as
fiduciary to  undertake  certain  fiduciary  obligations  as described  below on
behalf  of  holders  of  Commercial  Paper  Notes.  This  Depositary   Agreement
(sometimes  hereinafter  referred to as "this Agreement") will amend and restate
the Depositary Agreement dated as of August 2, 1988, between the parties hereto.

     The  Commercial  Paper  Notes to be issued,  if any,  will be issued on the
terms and subject to the  conditions  set forth herein  pursuant to that certain
Credit  Agreement  dated as of June 30,  1988,  as amended  and  restated  as of
January 1, 1993 and as further  amended  and  restated  as of July 15,  1994 (as
further  amended,  modified  or  supplemented  from  time to time,  the  "Credit
Agreement")  among  the  Company,  the  banks  named  therein,  and  Swiss  Bank
Corporation,  in its capacity as issuer of the hereinafter  described  Letter of
Credit (in such capacity, the "Letter of Credit Issuer"), and as Agent (in such

                                                                       EXHIBIT H
                                                                          Page 2

capacity,  the "Agent"),  and will be entitled to the benefits of an irrevocable
letter of credit  issued by the Letter of Credit Issuer to you, in trust for the
holders of  Commercial  Paper Notes sold by the Company,  pursuant to the Credit
Agreement.  Any letter of credit so issued by the Letter of Credit Issuer at the
time outstanding is herein sometimes called the "Letter of Credit".

     A fully executed  counterpart of the Credit Agreement has been delivered to
you herewith, and reference is made to the provisions thereof for the terms upon
which Commercial Paper Notes may be issued and sold by the Company.  At the time
specified in the Credit Agreement,  the Letter of Credit initially issued by the
Letter of Credit Issuer under the Credit Agreement shall be delivered to you. In
your capacity as Depositary,  Issuing and Paying Agent and fiduciary,  you shall
have no liability to the Company for the  performance of any of the terms of the
Credit Agreement.

     This  Agreement  will  govern  your  rights,  powers  and  duties  as  such
Depositary,  Issuing  and  Paying  Agent  and  fiduciary  with  respect  to  the
Commercial  Paper Notes  issued  pursuant to this  Agreement.  Unless  otherwise
defined herein, capitalized terms used herein have the meanings assigned to such
terms in the Credit Agreement. When used herein, the term "Business Day" means a
day on which the office  specified  in the  Commercial  Paper  Notes for payment
(your "Paying  Office") is open for business,  and on which the Letter of Credit
Issuer and the Agent are each open for the purpose of conducting  its commercial
banking business.

     1.  Establishment  of Accounts.  Contemporaneously  with the  execution and
delivery  by the  Company  of  this  Agreement,  and for  the  purposes  of this
Agreement and the Credit  Agreement,  you shall  establish an account,  No. 272-
12-332,  at your aforesaid  office (said account being referred to herein and in
the Credit  Agreement as the "Commercial  Paper  Account").  All proceeds of the
sale of Commercial Paper Notes issued by you as Issuing Agent hereunder shall be
deposited by you in the  Commercial  Paper  Account.  The Company  shall have no
legal,  equitable or beneficial  interest in the Commercial Paper Account or the
L/C Account referred to below.

                                                                       EXHIBIT H
                                                                          Page 3

     Contemporaneously with the execution and delivery of this Agreement and for
the purposes of this Agreement,  you shall establish an account,  No. 272-12-343
(the "L/C  Account")  at your  aforesaid  office  from which  payments to you of
amounts drawn under the Letter of Credit shall be made. Only funds consisting of
the general funds of the Letter of Credit Issuer and representing drawings under
the Letter of Credit shall be deposited in the L/C Account.  It is hereby agreed
that the Company shall have no right, title or interest in the L/C Account.  You
are hereby instructed upon each Business Day on which Commercial Paper Notes are
scheduled to mature,  to deliver,  as soon as  practicable  after the opening of
business  (and in any event not later than 10:00 A.M. New York time),  a drawing
certificate  to the Letter of Credit Issuer in respect of all  Commercial  Paper
Notes  scheduled  to mature  on such day.  You are  hereby  instructed  upon the
presentation to you for payment of any Commercial Paper Note, to the extent that
such Commercial  Paper Note is still then entitled to the benefits of the Letter
of Credit by the terms of such  Commercial  Paper Note,  to make such payment by
debiting the L/C Account in the amount of such payment.  You shall debit the L/C
Account to make such payment,  the Letter of Credit  Issuer  hereby  agreeing to
fund the L/C Account on the Business  Day on which you have  delivered a drawing
certificate  pursuant  to, and in  accordance  with,  the terms of the Letter of
Credit.  Upon the first  Business  Day upon which a  Commercial  Paper Note with
respect  to which a Drawing  was made  under  the  Letter of Credit is no longer
entitled to the benefits of the Letter of Credit,  the Depositary shall, if such
Commercial  Paper Note was not  presented to the  Depositary  for payment  while
entitled to the  benefits of the Letter of Credit,  pay the amount  deposited by
the Letter of Credit  Issuer in the L/C  Account  in respect of such  Commercial
Paper Note to the Letter of Credit Issuer in accordance  with Section 3.03(d) of
the Credit Agreement.

     2. Notes  Delivered for  Safekeeping.  From time to time during the term of
this  Agreement  the  Company  may  deliver to your  Commercial  Paper  Issuance
Department  Commercial Paper Notes in substantially the form of Exhibit G to the
Credit  Agreement,  which shall be  consecutively  numbered  and bear such other
identification as the Company may deem appropriate and shall be manually signed,
on behalf of the  Company by any one of the special  authorized  officers of the
Company (and notwithstanding  whether such person shall thereafter cease to hold

                                                                       EXHIBIT H
                                                                          Page 4

such office), or signed in facsimile in such manner as is acceptable to you, but
shall  otherwise  be  uncompleted.  Each  Commercial  Paper  Note,  or  group of
Commercial  Paper Notes at one time,  delivered to you shall be accompanied by a
letter from the  Company  identifying  the  Commercial  Paper Notes  transmitted
therewith,  and you shall  acknowledge  receipt of such Commercial Paper Note or
Notes on the copy of such  letter or some other form of written  receipt  deemed
appropriate by you at the time of delivery to you of such Commercial  Paper Note
or Notes.  Pending the issuance of Commercial Paper Notes as provided in Section
3 hereof,  all Commercial  Paper Notes delivered to you shall be held by you for
the account of the Company for safekeeping.

     With the delivery of this Agreement,  the Company is furnishing to you, and
from time to time  thereafter  may  furnish to you, a  certificate  (hereinafter
called an "Incumbency Certificate") signed by a Secretary or Assistant Secretary
of the Company, certifying the incumbency and specimen signatures of officers of
the  Company  authorized  to  execute  Commercial  Paper  Notes on behalf of the
Company  and  also  identifying  and  certifying  the  incumbency  and  specimen
signatures of other officers and of agents (such other officers and agents being
hereinafter  called "Company  Agents") of the Company  authorized to act, and to
give  instructions and notices,  on behalf of the Company  hereunder.  Until you
receive a subsequent  Incumbency  Certificate,  or unless your  Corporate  Trust
Department  shall  have  actual  knowledge  of  the  lack  of  authority  of any
individual,  you  shall  be  entitled  to  rely  on  the  last  such  Incumbency
Certificate  delivered to you for purposes of determining the authorized signers
of Commercial Paper Notes and authorized Company Agents.

     For purposes of this Agreement, any Managing Director,  Executive Director,
Director  or  Associate  Director  of the Agent or the  Letter of Credit  Issuer
(hereinafter  called a "Bank Officer"),  shall be authorized to act, and to give
instructions and notices, on behalf of the Agent or the Letter of Credit Issuer,
as the case may be, hereunder, and you shall be entitled to rely on any writing,
paper or notice purporting to be signed, sent or given by any such holder unless
your Corporate Trust  Department  shall have actual  knowledge that a particular
writing, paper or notice was not signed, sent or given by such a holder.

                                                                       EXHIBIT H
                                                                          Page 5

     Upon your receipt of this  Agreement,  and from time to time  thereafter as
you choose, you shall deliver to the Company a certificate (hereinafter called a
"Certificate  of  Designation")  of an  officer  of your  bank,  certifying  the
incumbency and specimen signatures of persons in your Corporate Trust Department
or your Commercial Paper Issuance  Department who are authorized to authenticate
Commercial Paper Notes. Until the Company shall receive a subsequent Certificate
of Designation,  and unless the Company shall have actual  knowledge of the lack
of  authority  of  any  individual,  the  Company  may  rely  on the  last  such
Certificate of Designation delivered to it.

     3.  Issuance of  Commercial  Paper  Notes.  (a) All  Commercial  Paper Note
issuance  instructions shall be given to you as Depositary by a Company Agent by
means of the  electronic  timesharing  facility  known as the Morgan Paper Issue
system (the "MPI  System");  provided,  that such  instructions  may be given by
telephone,  by  facsimile  transmission,  or in  writing  if the MPI  System  is
inoperative.

     All such instructions  given by telephone shall be given by a Company Agent
and shall be  promptly  confirmed  in  writing  or by telex or  telecopy.  It is
understood  that  all  telephonic  instructions  will be  electronically  voice-
recorded by you, and the Company and the Letter of Credit Issuer hereby  consent
to such recording.  All issuance instructions given to you by telephone shall be
immediately  repeated back to the party giving such instructions to confirm that
such  instructions  were correctly  understood.  In the event that a discrepancy
exists  between the telephone  instructions  and the written  confirmation,  the
telephone  instructions  as recorded by you will be deemed to be the controlling
and proper  instructions.  You shall incur no liability in acting hereunder upon
telephone or other instructions  contemplated hereby which the recipient thereof
believed in good faith to have been given by a Company  Agent or a Bank Officer.
Upon receipt of such instructions (which instructions shall specify whether such
Commercial  Paper Notes are to be Tranche B Commercial Paper (each, a "Tranche B
Commercial Paper Note" and collectively  "Tranche B Commercial Paper Notes"), it
being  understood  and agreed that if such  instructions  do not so specify that
such Commercial Paper Notes are to be Tranche B Commercial Paper Notes, then the
Commercial Paper Notes issued pursuant to such instructions  shall be deemed for

                                                                       EXHIBIT H
                                                                          Page 6

all  purposes to be Tranche A Commercial  Paper  (each,  a "Tranche A Commercial
Paper Note" and  collectively  "Tranche A Commercial  Paper Notes")),  you shall
withdraw  the  necessary   Commercial  Paper  Notes  from  safekeeping  and,  in
accordance  with the  instructions so received,  take the following  action with
respect to each such Commercial Paper Note:

          (i) complete each  Commercial  Paper Note as to its note number,  face
     amount  (which face  amount  shall be at least  $100,000.00  or an integral
     multiple of $1,000.00 in excess of $100,000.00), payee or "Bearer", date of
     issue,  maturity  date  (which  shall be a Business  Day not later than the
     earliest of (A) the 270th day next succeeding the issue date thereof or (B)
     the 16th day next  preceding  the stated  expiration  date of the Letter of
     Credit), place of payment and;

          (ii) countersign each such Commercial Paper Note in the space provided
     thereon;

          (iii) deliver each such Commercial Paper Note to the purchaser,  or to
     the consignee,  if any,  designated by the purchaser for the account of the
     purchaser, against payment as provided in Section 4 hereof;

          (iv) send a copy of each such Commercial  Paper Note to the Company on
     or promptly following the date of issuance thereof; and

          (v)  designate  in your  records  each such  Commercial  Paper Note as
     either a Tranche A Commercial  Paper Note or a Tranche B  Commercial  Paper
     Note in accordance with the Company's instructions referred to above;

provided,  however,  that (1) no Tranche A Commercial Paper Note shall be issued
by you if the face amount of all Tranche A Commercial  Paper Notes (after giving
effect to all payments of maturing  Tranche A Commercial  Paper Notes then being
made, to the use of the proceeds of any Commercial Paper Notes then being issued
and to any payments made pursuant to Section 3.02(d) of the Credit Agreement and
the fourth paragraph of this Section 3(a)),  would exceed an amount equal to (x)
the Total Tranche A Loan Commitment less (y) the outstanding principal amount of
Tranche A Loans and Unpaid  Drawings in respect of Tranche A  Commercial  Paper;

                                                                       EXHIBIT H
                                                                          Page 7

and (2) no  Tranche B  Commercial  Paper Note shall be issued by you if the face
amount of all Tranche B  Commercial  Paper  Notes  (after  giving  effect to all
payments of maturing  Tranche B Commercial  Paper Notes then being made,  to the
use of the proceeds of any  Commercial  Paper Notes then being issued and to any
payments made pursuant to Section 3.02(d) of the Credit Agreement and the fourth
paragraph of this Section  3(a)),  would exceed an amount equal to (x) the Total
Tranche B Loan Commitment less (y) the outstanding principal amount of Tranche B
Loans and Unpaid  Drawings in respect of Tranche B Commercial  Paper.  The Agent
shall prior to the initial  issuance of Commercial  Paper Notes hereunder inform
you in writing of the amount of the Total Tranche A Loan  Commitment,  the Total
Tranche B Loan Commitment,  the outstanding  principal amount of Tranche A Loans
and Tranche B Loans,  and the Unpaid Drawings in respect of Tranche A Commercial
Paper and Tranche B Commercial  Paper.  The Agent shall also promptly inform you
in  writing  of any  change in the Total  Tranche A Loan  Commitment,  the Total
Tranche B Loan Commitment,  the outstanding  principal amount of Tranche A Loans
and Tranche B Loans,  and the Unpaid Drawings in respect of Tranche A Commercial
Paper and Tranche B Commercial  Paper.  You shall be entitled to, and you shall,
rely on the most recent such information received by you from the Agent.

     Notwithstanding  anything  to the  contrary  contained  in this  Depositary
Agreement or any other Credit  Agreement,  all commercial paper issued under the
Existing  Credit   Agreement  prior  to  the  Restatement   Effective  Date  and
outstanding on the Restatement  Effective Date shall constitute Commercial Paper
Notes hereunder, with an amount equal to 88% of each such outstanding Commercial
Paper Note being deemed for all purposes to be a Tranche A Commercial Paper Note
and an amount equal to 12% of each such outstanding  Commercial Paper Note being
deemed for all purposes to be a Tranche B Commercial Paper Note.

     Notwithstanding anything to the contrary contained in this Agreement or any
other Credit  Document,  but without  limiting any of the Company's  obligations
pursuant to any other Section of this Agreement or any other Credit Document, on
any day on which both (i) Commercial  Paper Notes mature (such  Commercial Paper
Notes,  "Maturing Commercial Paper") and (ii) new Commercial Paper Notes will be
issued (such Commercial Paper, "New Commercial Paper"),  the Company will pay to

                                                                       EXHIBIT H
                                                                          Page 8

the  Letter of Credit  Issuer  an  amount  equal to (x) the face  amount of such
Maturing  Commercial  Paper  less  (y) the  proceeds  from  the sale of such New
Commercial Paper (net of the discount applicable thereto and all fees to be paid
from such proceeds to the dealer or dealers in respect  thereof)  expected to be
deposited  on such date in the  Commercial  Paper  Account  in  accordance  with
Section 3.03(c) of the Credit  Agreement and Section 1 of this  Agreement,  such
payment to be made prior to the issuance of such New Commercial  Paper and to be
specifically  designated for the purpose of reimbursing,  in part, the Letter of
Credit  Issuer for the Unpaid  Drawing that will result on such date as a result
of the Drawing the proceeds of which will be deposited  into the L/C Account for
the purpose of paying such Maturing Commercial Paper.

     Pursuant to the terms of the Credit  Agreement,  the Company may deliver to
you a notice  requesting  termination  of the  Letter  of Credit on a date to be
specified in such notice (the "Letter of Credit  Termination  Date"). The Letter
of  Credit  Termination  Date may  occur  only on a date on which  there  are no
Commercial Paper Notes outstanding. No Commercial Paper Notes shall be issued by
you on or after the receipt of notice of the Letter of Credit  Termination Date.
Promptly  after the  Letter of Credit  Termination  Date,  you shall  return the
Letter of Credit to the Letter of Credit  Issuer and unissued  Commercial  Paper
Notes to the Company.

     Instructions given via the MPI System shall be entered as prescribed in the
user  documentation  provided by you and all  instructions,  whether via the MPI
System,  by  telephone  or in  writing,  must be entered  into the MPI System or
received by you, as the case may be, not later than 1:00 P.M. New York City time
for same-day delivery. It is understood that the MPI System timesharing services
which are  utilized by the Company and you in the issuance of  Commercial  Paper
Notes are furnished to you by the Business  Information  Services, a division of
Ceridian  Corporation  ("BIS").  BIS has granted permission to you to allow your
clients  to  use  such  timesharing  services  and,  in  consideration  of  such
permission,  it is understood  and agreed that such services will be supplied to
the Company "as is", without warranty,  by BIS or you. The Company hereby waives
any  claims  it may  have  against  BIS or you  arising  out of the  use of such
timesharing services.

                                                                       EXHIBIT H
                                                                          Page 9

     A copy of all instructions with respect to the issuance of Commercial Paper
Notes given to you by a Company Agent  pursuant to this Section 3 shall be given
by the Company to the Letter of Credit Issuer and the Agent  promptly after such
instructions  are given to you and,  subject to the  directions set forth in the
proviso to the fifth preceding  paragraph,  you shall be completely protected in
relying on such  instructions  unless you  receive in a timely  manner  contrary
instructions in accordance with paragraph (b) of this Section 3.

     (b) No Commercial  Paper Notes shall be issued by you unless you shall have
received, in your judgment, complete instructions from a Company Agent as to the
matters  specified  above in paragraph  (a) of this Section 3. Any  instructions
given to you by any Company  Agent to issue and deliver  Commercial  Paper Notes
hereunder  shall  constitute  a  representation  and warranty on the part of the
Company  that the  issuance of such  Commercial  Paper Notes will not violate or
contravene any applicable law, rule, regulation,  order or contractual agreement
binding upon the Company (including,  without limitation,  any securities law or
law pertaining to investment  companies or any order of any court,  governmental
agency or regulatory  authority) and will be in conformity with the terms of the
Credit Agreement.

     Notwithstanding any instructions  received by you from a Company Agent, you
shall not issue Commercial  Paper Notes pursuant to such  instructions if a Vice
President,  Assistant  Vice  President or Assistant  Secretary of your Corporate
Trust  Department  shall receive,  prior to the time of delivery of the relevant
Commercial  Paper  Notes to the  purchaser,  instructions  from the Agent or the
Letter of Credit Issuer not to issue Commercial Paper Notes because the issuance
of  Commercial  Paper  Notes  is  prohibited  by  the  Credit  Agreement  or the
conditions precedent set forth in any of the applicable  provisions of Section 6
of the  Credit  Agreement  are not then  satisfied,  which  instructions  may be
specific with respect to a particular  issue of Commercial Paper Notes or may be
general and  applicable  to all  Commercial  Paper Notes issued after receipt of
such instructions  until revoked or superseded by further  instructions from the
Agent.

                                                                       EXHIBIT H
                                                                         Page 10

     Any  telephonic  instructions  given  to  you by a Bank  Officer  shall  be
confirmed  in  writing  within  twenty-four  hours of the time  received  by you
(according to your written records), and you shall incur no liability for acting
in accordance with any such telephonic  instructions  reasonably believed by you
in good faith to have been given by an authorized individual.

     Any Commercial Paper issued in accordance with the terms of this Depositary
Agreement and the Credit Agreement prior to the earliest of (x) the Expiry Date;
(y) the time of  receipt by the  Depositary  of the  request  from the Letter of
Credit Issuer to surrender the Letter of Credit  pursuant to Section  3.01(f) of
the Credit Agreement; or (z) the time of receipt by the Depositary of the notice
from the Borrower of the Letter of Credit  Termination  Date, shall be supported
by the Letter of Credit.

     4. Delivery of Commercial  Paper Notes.  No Commercial  Paper Note shall be
delivered by you to any purchaser  except  pursuant to a sale confirmed prior to
1:00 p.m.  against  payment  therefor.  A Commercial  Paper Note shall be deemed
delivered  against  payment for purposes of this Section 4 if the net sale price
of such Commercial Paper Note is received by you in immediately  available funds
at or before  the time of your  delivery  of such  Commercial  Paper Note to the
purchaser,  or if, at the time you  deliver  such  Commercial  Paper Note to the
purchaser, you receive its receipt for the delivery in customary form.

     If delivery is made against  receipt for payment as aforesaid,  the Company
shall bear the risk that the purchaser fails either to (i) remit the proceeds of
sale therefore as aforesaid, or (ii) return such Commercial Paper Notes to you.

     Each  delivery of  Commercial  Paper Notes shall be subject to the rules of
the New York Clearing House in effect at the time of such delivery.

     Proceeds from the sale of Commercial  Paper Notes shall be deposited by you
in the  Commercial  Paper  Account.  The Company has  authorized  the Depositary
pursuant to Section 3.03(c) of the Credit Agreement to make withdrawals from the
Commercial  Paper  Account for the  purposes  specified  in said Section and the
Company hereby confirms to you such  authorization.  Any amount remaining in the

                                                                       EXHIBIT H
                                                                         Page 11

Commercial  Paper  Account  (excluding  any amount  equal to matured  but unpaid
Commercial  Paper  Notes) at the close of any  Business Day shall be paid to the
Letter of Credit Issuer pursuant to Section 3.03(c) of the Credit Agreement.

     If on any Business Day on which Commercial Paper Notes are issued or mature
the MPI System  should be  inoperative,  at the close of such  Business  Day you
shall  prepare a written  statement  showing  the  aggregate  face amount of all
Commercial  Paper Notes  outstanding  at the close of such Business  Day,  which
statement shall include the Commercial Paper Note number, face amount,  payee if
other than Bearer and date of issue and maturity date of each  Commercial  Paper
Note issued on such date.  Each such statement  shall be sent to the Company and
the Letter of Credit Issuer.  In all other cases,  the Company and the Letter of
Credit  Issuer will have access to such  information  via the MPI System and you
shall not be obligated to provide the aforementioned daily statements.

     5. Payment of Commercial Paper Notes at Maturity;  Drawings Under Letter of
Credit.  (a) Each  matured  Commercial  Paper Note  presented to you for payment
prior to your close of  business  on any day that the Paying  Office is open for
business  shall be paid the same day in accordance  with the  provisions of this
Section 5. Any  Commercial  Paper Note  presented to you for payment  after your
close of business on the Expiry Date or after your close of business on the 15th
day after its stated maturity date (or, if such 15th day shall not be a Business
Day, on the next Business Day following  such date) shall not be entitled to the
benefits of the Letter of Credit.

     (b) Any funds received by you as a result of your making demand for payment
under the Letter of Credit  shall be  deposited in the L/C Account and shall not
be  deposited  by you in the  Commercial  Paper  Account  or any  other  account
maintained by or for the account of the Company.

     (c) All Commercial  Paper Notes paid from funds received by you as a result
of your making a demand for payment  under the Letter of Credit  shall be marked
paid by you and shall be transmitted  by you to the Company by first-class  mail

                                                                       EXHIBIT H
                                                                         Page 12

promptly  following  payment in full of such  Commercial  Paper Notes unless you
shall have  received  notice to the  contrary  from the Letter of Credit  Issuer
prior to your transmittal of said Commercial Paper Notes.

     (d) It is understood and agreed that in actions taken by you as beneficiary
of the  Letter  of Credit  issued to you as  fiduciary  for the  holders  of the
Commercial  Paper Notes you shall not be acting as an agent for the Agent or the
Letter of Credit Issuer but in a fiduciary  capacity on behalf of the holders of
the Commercial Paper Notes.

     6.  Substitute  Letters of  Credit.  Section  3.01 of the Credit  Agreement
contains  provisions  describing  circumstances  in which  the  Letter of Credit
Issuer is required,  or has the right, to issue a substitute letter of credit in
substitution for or replacement of the theretofore  outstanding Letter of Credit
and/or in which you shall be  required to  surrender  an  outstanding  Letter of
Credit to the Letter of Credit Issuer,  and reference is made to said Section in
the Credit Agreement for such  provisions.  You hereby agree to be bound by such
provisions,  and the Company and the Letter of Credit  Issuer  hereby agree that
you shall be  entitled  to the  benefit of such  provisions  and may enforce any
provision  requiring the issuance by the Letter of Credit Issuer of a substitute
Letter of Credit to the same extent as the Company.

     7. Inspection of Documents by Noteholders. You shall keep a fully executed,
or conformed, copy of the Credit Agreement and this Agreement (together with all
amendments, modifications,  supplements, waivers and consents made or given with
respect thereto), as well as a specimen copy of the Letter of Credit, on file at
the office of your  Corporate  Trust  Department.  You shall  permit  reasonable
inspection to be made of such  documents by the holder of any  Commercial  Paper
Note or by any  officer,  employee or agent of such  holder,  provided  that the
person purporting to be such holder  establishes to your satisfaction that he is
in fact such holder of such Commercial Paper Note and, in cases where inspection
is sought to be made by a person purporting to be an officer,  employee or agent
of such holder,  that such person submits  evidence  satisfactory  to you of his
authority  to make such  inspection  on behalf of the holder of such  Commercial
Paper  Note.   The  Company  shall   promptly   advise  you  of  any  amendment,

                                                                       EXHIBIT H
                                                                         Page 13

modification,  waiver  or  consent  made or given  with  respect  to the  Credit
Agreement, and, promptly after the effectiveness thereof, shall furnish you with
a fully executed or conformed copy of such  amendment,  modification,  waiver or
consent.

     8.  Indemnity.  (a) The  Company  agrees  to  indemnify  you,  and hold you
harmless,   from  and  against  any  and  all  losses,   liabilities  (including
liabilities for penalties),  actions, suits, judgments,  demands, damages, costs
and expenses (including, without limitation,  interest and reasonable attorneys'
fees)  resulting from the exercise of your rights and/or the performance of your
duties  hereunder,  including the exercise of your rights and/or the performance
of your duties as fiduciary under the Letter of Credit; provided,  however, that
the Company  shall not be liable to indemnify or hold you harmless  with respect
to any loss, liability,  action, suit, judgment, demand, damage, cost or expense
resulting from or attributable  to your negligence or wilful  misconduct or that
of your officers,  employees or agents. The foregoing indemnity includes, but is
not limited to, any action  taken or omitted to be taken by you upon  telephonic
instructions  (authorized  herein)  received by you from,  or believed by you in
good faith to have been given by, the proper person or persons.

     (b)  Neither you nor any of your  officers,  employees  or agents  shall be
liable to the Company for any action taken or omitted to be taken by you or them
hereunder or in connection  with the Letter of Credit except for your negligence
or wilful misconduct or that of your officers, employees or agents.

     9. Representations and Warranties. In addition to any other representations
and warranties on the part of the Company contained  herein,  the Company hereby
represents  and  warrants  to you that its entry into this  Agreement,  and your
appointment  by  the  Company  as  Depositary,  Issuing  and  Paying  Agent  and
fiduciary,  have been duly authorized by all necessary  corporate  action on the
part of the Company and will not violate,  breach or contravene  any law,  rule,
regulation, order, contract or agreement binding upon the Company.

     10.  Resignation  or  Removal of  Depositary.  (a)  Subject to the  further
provisions of this Section 10, you may resign at any time as Depositary, Issuing
and Paying Agent and fiduciary  hereunder by your  delivery to the Company,  the

                                                                       EXHIBIT H
                                                                         Page 14

Letter of Credit Issuer and the Agent of written notice of resignation.  You may
be  removed by the  Company as such  Depositary,  Issuing  and Paying  Agent and
fiduciary  at any time,  with or without  cause,  by  written  notice of removal
delivered  to you,  the Letter of Credit  Issuer  and the  Agent.  Upon any such
resignation or removal the Company may, without other formality than appointment
and designation in writing,  appoint a successor Depositary,  Issuing and Paying
Agent and  fiduciary  hereunder  approved by the Letter of Credit Issuer and the
Agent.

     (b) Upon acceptance by a qualified successor Depositary, Issuing and Paying
Agent and  fiduciary of its  appointment  hereunder,  you shall  deliver to such
successor  all  Commercial  Paper  Notes  then  held  by you  hereunder  for the
Company's account for safekeeping,  against receipt by such successor, and shall
transmit  to such  successor  for  deposit  in an  account  established  by such
successor,  all funds,  if any,  then on deposit in the L/C Account in excess of
that  amount  which is equal to the face  amount of all  outstanding  Commercial
Paper Notes theretofore issued by you hereunder.

     (c) No Commercial  Paper Notes shall be delivered to you by the Company for
safekeeping  or  issuance  hereunder  at or at any  time  following  the time of
transmission  to you  of its  written  notice  of  removal  or the  time  of the
Company's  receipt  of  your  written  notice  of  resignation,  nor  shall  any
Commercial  Paper Notes be issued or  delivered  to any  purchaser  by you after
transmission  by you of your written  notice of  resignation or the time of your
receipt of the Company's written notice of removal.

     (d)  Anything  herein  to the  contrary  notwithstanding,  you shall not be
discharged from your duties or obligations  hereunder with respect to Commercial
Paper Notes theretofore issued and still outstanding  following your resignation
or removal  until:  (i) a successor  Depositary,  Issuing  and Paying  Agent and
fiduciary  has been  appointed by the Company with the approval of the Letter of
Credit Issuer and the Agent and has accepted its appointment  hereunder;  (ii) a
new L/C Account has been established at such successor's offices for purposes of
this Agreement;  (iii) all Commercial Paper Notes then held by you hereunder for
the Company's  account for  safekeeping  have been delivered to such  successor;

                                                                       EXHIBIT H
                                                                         Page 15

(iv) all funds maintained in the L/C Account, in excess of that amount necessary
to pay  outstanding  Commercial  Paper Notes in full,  as  aforesaid,  have been
remitted to such  successor for deposit in such new L/C Account;  (v) the Letter
of Credit has been assigned and  transferred  or a new Letter of Credit has been
issued by the Letter of Credit  Issuer to such  successor as  fiduciary  for the
holders of Commercial  Paper Notes issued by such  successor  after  issuance or
transfer  of such  Letter  of  Credit;  (vi) such  successor  has  executed  and
delivered such  agreements  and  instruments as the Company and/or the Letter of
Credit  Issuer  and/or  the Agent may have  requested  in  connection  with such
successor's  appointment as  Depositary,  Issuing and Paying Agent and fiduciary
hereunder;  and (vii) all outstanding  Commercial  Paper Notes entitled,  at the
time of issuance  thereof,  to the  benefits of the Letter of Credit under which
you are  fiduciary  have been paid in full or moneys  for the  payment  therefor
shall have been  returned to the Letter of Credit  Issuer  pursuant to Section 1
hereof.

     (e) You shall  assign and  transfer  the Letter of Credit to the  successor
Depositary,  Issuing and Paying Agent and  fiduciary  hereunder  pursuant to the
provisions  of the Letter of Credit.  If there is issued a substitute  Letter of
Credit  by the  Letter of Credit  Issuer in favor of the  successor  Depositary,
Issuing  and Paying  Agent and  fiduciary  hereunder  and payment in full of all
outstanding  Commercial  Paper Notes  entitled to the  benefits of the Letter of
Credit under which you are fiduciary,  you shall promptly  surrender such Letter
of Credit to the Letter of Credit Issuer.

     (f) Any  successor  Depositary,  Issuing  and  Paying  Agent and  fiduciary
hereunder  shall provide the Company,  the Letter of Credit Issuer and the Agent
with its address,  and telephone,  telex and telecopier  numbers, to be used for
purposes  of  Section  13  hereof in a notice  complying  with the terms of said
Section.

     (g) Any successor Depositary,  Issuing and Paying Agent and fiduciary to be
qualified hereunder must at all times be a domestic bank or trust company having
its  principal  office in New York City,  New York,  be a member of the  Federal
Reserve System and be authorized to accept  deposits and offer checking  account
facilities.

                                                                       EXHIBIT H
                                                                         Page 16

     11. Term and Termination.  (a) The term of this Agreement shall extend from
the date hereof and shall end on the earlier of:

          (i) the date of  expiration  of the  Letter  of  Credit  issued by the
     Letter of Credit Issuer under the Credit Agreement; or

          (ii) the date of  termination  specified in the Company's  termination
     notice given pursuant to paragraph (b) of this Section 11.

     Any Commercial  Paper Notes  outstanding on the date of any  termination of
this Agreement  pursuant to paragraph (b) of this Section 11 shall  nevertheless
remain valid obligations of the Company and shall be entitled to the benefits of
the  provisions of the Letter of Credit,  and the  provisions of this  Agreement
shall continue to be applicable  with respect to the payment of such  Commercial
Paper Notes to the same extent as if this Agreement had not terminated.

     (b) The Company may terminate this Agreement,  and the authority granted to
you herein,  at any time upon not less than ten  Business  Days'  prior  written
notice given contemporaneously to you, the Agent and the Letter of Credit Issuer
specifying the termination date hereof.  Promptly following your receipt of such
notice,  you shall redeliver to the Company all Commercial Paper Notes then held
by you hereunder for the Company's  account for safekeeping,  against receipt by
the Company, and shall return to the Letter of Credit Issuer, all funds, if any,
then on deposit in, or  otherwise to the credit of, the L/C Account in excess of
that  amount  which is equal to the face  amount of all  outstanding  Commercial
Paper Notes theretofore issued by you hereunder.

     (c) No Commercial  Paper Notes shall be delivered to you by the Company for
safekeeping or issuance hereunder at any time following the time of transmission
to you of such notice of  termination,  nor shall any Commercial  Paper Notes be
issued or delivered to any purchaser by you after your receipt of such notice of
termination.  Anything  herein  or in  the  Credit  Agreement  to  the  contrary
notwithstanding,  the Letter of Credit Issuer shall not be required to issue any
Letter of Credit  after the date of its  receipt of such  notice of  termination

                                                                       EXHIBIT H
                                                                         Page 17

except as  required  by the terms of the Credit  Agreement  to cover  Commercial
Paper Notes theretofore properly issued by you hereunder.

     12. Amendments and Modifications. No amendment,  modification,  termination
or waiver of any provision of this Agreement shall be effective  unless the same
shall be in writing and signed by all of the parties  (including  the consenting
party)  hereto.  No such  amendment,  modification,  termination or waiver shall
adversely  affect the rights of the  holder or holders of any  Commercial  Paper
Note  outstanding at the time of such  amendment,  modification,  termination or
waiver unless consented to in writing by such holder or holders.

     Notwithstanding  anything  to the  contrary  contained  in this  Depositary
Agreement or the Credit Agreement,  no material amendment or modification of any
provision of this  Agreement  shall be effective  until the Borrower  and/or the
Agent  shall have  notified  Moody's  and S&P in writing  of such  amendment  or
modification.

     13.  Notices.  All notices  required to be given  hereunder shall be deemed
given when given in the manner provided for in the Credit  Agreement,  addressed
as specified below (or addressed to such other address as may be designated from
time to time by a Person  listed  below to the  others as its  address  for such
purpose):

If to the Depositary:

(i)  For the Receipt of                       MORGAN  GUARANTY  TRUST  COMPANY
     Blank Notes and                          OF NEW  YORK 
     Issuance Instructions                    23 Wall Street (18/15B)
                                              New York, NY  10260-0023
                                              Attention:  Commercial Paper
                                                          Issuance Unit
                                              Tel. No. (212) 235-1782
                                              Facsimile: (212) 235-4983 or
                                                          (212) 235-2663
                                              Telex RCA 232194
                                              Answerback 232194 MGT UR

                                                                       EXHIBIT H
                                                                         Page 18

(ii) Redemption                               MORGAN GUARANTY TRUST COMPANY
                                                OF NEW YORK
                                              23 Wall Street (18/15B)
                                              New York, NY 10260-0023
                                              Attention: Commercial Paper
                                                          Redemption Unit
                                              Tel. No. (212) 235-1804
                                              Facsimile: (212) 235-4983 or
                                                          (212) 235-2663
                                              Telex RCA 232194
                                              Answerback 232194 MGT UR

(iii) Auditing                                MORGAN GUARANTY TRUST COMPANY
                                                OF NEW YORK
                                              23 Wall Street (2/15B)
                                              New York, NY 10260-0023
                                              Attention: Commercial Paper
                                                         Auditor
                                              Tel. No. (212) 235-2517
                                              Telex RCA 232194
                                              Answerback 232194 MGT UR

(iv) For All Other                            MORGAN GUARANTY TRUST COMPANY
     Purposes                                   OF NEW YORK
                                              60 Wall Street (36/60W)
                                              New York, NY  10260-0060
                                              Attention:  Commercial Paper
                                                          Client Services
                                              Tel. No. (212) 648-3241
                                              Facsimile: (212) 648-5103
                                              Telex RCA 232194
                                              Answerback 232194 MGT UR

If to the Company:                            OMNICOM FINANCE INC.
                                              437 Madison Avenue
                                              New York, New York  10022
                                              Attention:  Treasurer
                                              Tel. No. (212) 415-3725
                                              Telecopier No. (212) 415-3530

If to the Letter of                           SWISS BANK CORPORATION,
Credit Issuer:                                  New York Branch
                                              10 East 50th Street
                                              New York, New York 10022

                                                                       EXHIBIT H
                                                                         Page 19

                                              Attention: Documentary
                                                         Department
                                              Tel. No. (212) 574-4624
                                              Telex No. RCA 232432
                                              Telecopier No. (212) 574-4657

If to the Agent:                              SWISS BANK CORPORATION,
                                                New York Branch
                                              222 Broadway
                                              New York, New York  10038
                                              Attention:  Client Services
                                              Tel. No. (212) 574-3146
                                              Telex No. RCA 232432
                                              Telecopier No. (212) 574-4180

     14. Binding  Effect,  Assignment.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and  assigns.  No party  hereto  may  assign  any of its  rights or  obligations
hereunder except with the prior written consent of all parties hereto.

     15. Service Fee. The fee for your services  hereunder  shall be as mutually
agreed upon  between  the  Company and you and shall be payable by the  Company.
Neither the Letter of Credit Issuer nor the Agent shall have any  responsibility
or liability for the payment of any such fee.

     16.  Governing  Law. This  Agreement  shall be deemed to be a contract made
under the laws of the State of New York and for all  purposes  shall be governed
by and construed in accordance with the laws of said State.

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

     18.  Headings.  Section headings used in this Agreement are for convenience
only and shall not affect the construction of this Agreement.

                                                                       EXHIBIT H
                                                                         Page 20

     19.  Fiduciary  Duties.  It is understood  that you are acting as fiduciary
only to the extent that you are (i)  maintaining  the L/C Account,  (ii) holding
the Letter of Credit for,  and have the right to draw under the Letter of Credit
on behalf of, the holders from time to time of the Notes and (iii)  applying the
proceeds of payment under the Letter of Credit for the benefit of said holders.

     20. Right to Rely.  You may consult with counsel of your choice,  including
in-house  counsel,  and shall not be liable for any action  taken,  suffered  or
omitted by you in accordance with the advice of such counsel.  Further,  you may
rely and shall be protected in acting upon any request, certificate,  opinion of
counsel,  statement,  instrument,  report,  notice  or other  paper or  document
reasonably believed by you to be genuine and to have been signed or presented by
the proper party or parties in connection with this Agreement.

     If the  foregoing is  acceptable to you,  please  indicate  your  agreement
therewith by signing this or a duplicate  counterpart  of this  Agreement in the
space provided below, and returning this or such duplicate signed counterpart to
the Company,  whereupon this letter will become a binding agreement among us. By
its signature  hereto,  the consenting Person indicates its concurrence with and
agreement  to be  bound  by the  provisions  of  this  Agreement  to the  extent
applicable to such party.

                                              OMNICOM FINANCE INC.

                                              By__________________________
                                                 Title:

AGREED:

MORGAN GUARANTY TRUST COMPANY OF
  NEW YORK, as Depositary, Issuing
  and Paying Agent and Fiduciary

                                                                       EXHIBIT H
                                                                         Page 21

By_______________________________
  Title:

CONSENTED AND AGREED TO:

SWISS BANK CORPORATION,
  New York Branch, as
  Letter of Credit Issuer

By_________________________
  Title:

By_________________________
  Title:

                                                                       EXHIBIT I

                             DEPOSITARY CERTIFICATE

     I, the undersigned,  Vice President of Morgan Guaranty Trust Company of New
York (the "Depositary"), a New York corporation, DO HEREBY CERTIFY that:

     1. This  Certificate  is furnished in connection  with that certain  Credit
Agreement,  dated as of June 30,  1988,  amended  and  restated as of January 1,
1993,  and  further  amended  and  restated  as of July 15,  1994  (the  "Credit
Agreement"), among Omnicom Finance Inc., the Banks named therein, and Swiss Bank
Corporation,  as Agent and as Letter of Credit Issuer.  Unless otherwise defined
herein,  capitalized  terms used herein have the meanings assigned to such terms
in the Credit Agreement.

     2.  All   certifications   hereinafter   made  are   within   areas  of  my
responsibility  as an officer of the  Depositary and are based on my examination
of such books and records of the Depositary as I have deemed necessary.

     3. The  Depositary is a duly organized  (New York banking  corporation)  in
good  standing  under the laws of the State of New York and is authorized to act
in the fiduciary capacities set forth in or contemplated by the Letter of Credit
and the Depositary Agreement.

     4.  Acceptance by the Depositary of the Letter of Credit,  the execution by
the  Depositary  hereof  and the  execution,  delivery  and  performance  by the
Depositary of the Depositary  Agreement are within the powers of the Depositary,
are powers  usually and  customarily  engaged in by the Depositary and have been
duly authorized by all necessary corporate action on behalf of the Depositary.

     WITNESS my hand on this ____ day of ______, 19__.

                                              MORGAN GUARANTY TRUST COMPANY
                                                OF NEW YORK

                                             By__________________________
                                               Title:

                                                                       EXHIBIT J

                            LETTER OF CREDIT REQUEST

                                                                          {Date}

Swiss Bank Corporation, 
   as Agent and as issuer of a Letter of 
   Credit pursuant to the Credit Agreement 
   referred to below
10 East 50th Street
New York, New York  10022

                 Attention:
                           -----------------------

Ladies and Gentlemen:

     The  undersigned,  Omnicom  Finance Inc.,  refers to the Credit  Agreement,
dated as of June 30,  1988,  amended  and  restated  as of January 1, 1993,  and
further  amended and restated as of July 15, 1994 (as amended from time to time,
the "Credit Agreement"),  the terms defined therein being used herein as defined
therein,  among the undersigned,  certain Banks party thereto,  and you as Agent
for such Banks and as Letter of Credit Issuer and hereby  requests the Letter of
Credit  Issuer to issue a Letter of Credit on _____ (the "Date of  Issuance") in
the aggregate Stated Amount of {insert amount of Total Commitment}.

     The undersigned hereby certifies that the following  statements are true on
the date hereof and will be true on the Date of Issuance:

     A. The representations and warranties  contained in Section 7 of the Credit
Agreement are correct as though made on and as of such date; and

     B. No Default or Event of Default  has  occurred  and is  continuing. 

                                              Very truly yours,

                                             OMNICOM FINANCE INC.

                                             By______________________
                                               Title:

                                                                       EXHIBIT K
                                                                         
                      SECOND AMENDED AND RESTATED GUARANTY

     GUARANTY,  dated as of June 30, 1988, as amended and restated as of January
1, 1993,  and as further  amended  and  restated  as of July 15,  1994,  made by
OMNICOM GROUP INC., a corporation  organized and existing  under the laws of New
York (the  "Guarantor").  Except as otherwise defined herein,  terms used herein
and defined in the Credit Agreement (as hereinafter  defined),  if not otherwise
defined herein, shall be used herein as so defined.

                             W I T N E S S E T H :

     WHEREAS,   Omnicom  Finance  Inc.  (the   "Borrower"),   various  financial
institutions  (the "Banks") and Swiss Bank  Corporation,  as Agent (the "Agent")
and as Letter of Credit Issuer (the "Letter of Credit  Issuer") (the Banks,  the
Letter of Credit Issuer and the Agent being hereinafter collectively referred to
as the "Guaranteed  Parties") have entered into a Credit Agreement,  dated as of
June 30, 1988,  amended and  restated as of January 1, 1993 and further  amended
and restated as of July 15, 1994 (as modified, supplemented or amended from time
to time,  the ("Credit  Agreement"),  providing  for the making of Loans and the
issuance of a Letter of Credit as contemplated therein;

     WHEREAS,  the  Borrower  is an  indirect  wholly-owned  Subsidiary  of  the
Guarantor;

     WHEREAS,  the Guarantor and the Agent are parties to a Guaranty dated as of
June 30, 1988 and amended and  restated as of January 1, 1993 (as amended and in
effect on the date hereof, the "Existing Guaranty");

     WHEREAS,  it is a condition precedent to the effectiveness of the amendment
and  restatement  of the Credit  Agreement  referred to above that the  Existing
Guaranty be amended and restated in the form hereof;

     WHEREAS,  it is a condition  to the making of Loans and the issuance of the
Letter of Credit  under the  Credit  Agreement  that the  Guarantor  shall  have

                                                                       EXHIBIT K
                                                                          Page 2

amended and restated the Existing  Guaranty by  executing  and  delivering  this
Guaranty; and

     WHEREAS,  the Guarantor will obtain  benefits as a result of the Loans made
to, and the Letter of Credit  issued for the account of, the Borrower  under the
Credit Agreement and, accordingly,  desires to execute and deliver this Guaranty
in order to satisfy the conditions  described in the two  immediately  preceding
paragraphs;

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and other  benefits
accruing  to the  Guarantor,  the receipt  and  sufficiency  of which are hereby
acknowledged,  the  Guarantor  hereby makes the  following  representations  and
warranties to the  Guaranteed  Parties and hereby  covenants and agrees with the
Guaranteed Parties as follows:

     1. The Guarantor  irrevocably and  unconditionally  guarantees the full and
prompt payment when due (whether by  acceleration or otherwise) of the principal
of and interest on any Note issued under the Credit  Agreement  and of all other
obligations and liabilities (including,  without limitation,  indemnities,  fees
and interest thereon) of the Borrower now existing or hereafter  incurred under,
arising out of or in  connection  with the Credit  Agreement  or the  Depositary
Agreement  (including without limitation all Unpaid Drawings,  but excluding all
obligations  of the  Borrower  in  respect  of  Commercial  Paper)  and  the due
performance and compliance with the terms of the Credit Agreement, the Notes and
the  Depositary  Agreement  by  the  Borrower  (all  such  principal,  interest,
obligations and liabilities,  collectively,  the "Guaranteed Obligations").  All
payments by the Guarantor under this Guaranty, to the extent owing to the Banks,
the  Letter of Credit  Issuer or the  Agent,  shall be made on the same basis as
payments by the Borrower under Sections 5.03 and 5.04 of the Credit Agreement.

     2. The  Guarantor  hereby  waives notice of acceptance of this Guaranty and
notice of any liability to which it may apply, and waives presentment, demand of
payment,  protest, notice of dishonor or nonpayment of any such liability,  suit

                                                                       EXHIBIT K
                                                                          Page 3

or taking of other action by any Guaranteed Party against,  and any other notice
to, any party liable thereon (including such Guarantor or any other guarantor).
                                  
     3. Any  Guaranteed  Party may at any time and from time to time without the
consent of, or notice to the Guarantor,  without incurring responsibility to the
Guarantor,  without  impairing or releasing  the  obligations  of the  Guarantor
hereunder, upon or without any terms or conditions and in whole or in part:

          (a) change the manner,  place or terms of payment of, and/or change or
     extend  the time of  payment  of,  renew or  alter,  any of the  Guaranteed
     Obligations,  any security therefor,  or any liability incurred directly or
     indirectly in respect thereof,  and the guaranty herein made shall apply to
     the Guaranteed Obligations as so changed, extended, renewed or altered;

          (b) sell, exchange, release, surrender, realize upon or otherwise deal
     with in any manner and in any order any property by  whomsoever at any time
     pledged or  mortgaged  to secure,  or howsoever  securing,  the  Guaranteed
     Obligations or any liabilities  (including any of those hereunder) incurred
     directly  or  indirectly  in respect  thereof or hereof,  and/or any offset
     thereagainst;

          (c)  exercise  or  refrain  from  exercising  any rights  against  the
     Borrower or others or otherwise act or refrain from acting;

          (d)  settle  or  compromise  any of the  Guaranteed  Obligations,  any
     security  therefor  or any  liability  (including  any of those  hereunder)
     incurred  directly  or  indirectly  in respect  thereof or hereof,  and may
     subordinate  the  payment of all or any part  thereof to the payment of any
     liability (whether due or not) of the Borrower to creditors of the Borrower
     other than the Guaranteed Parties and the Guarantor;

          (e) apply any sums by  whomsoever  paid or  howsoever  realized to any
     liability  or  liabilities  of  the  Borrower  to  the  Guaranteed  Parties
     regardless of what liability or liabilities of the Borrower remain unpaid;

                                                                       EXHIBIT K
                                                                          Page 4

          (f) consent to or waive any breach of, or any act, omission or default
     under,  any  of  the  Credit  Documents,  or  otherwise  amend,  modify  or
     supplement any of the Credit Documents or any of such other  instruments or
     agreements; and/or
                                    
          (g) act or  fail to act in any  manner  referred  to in this  Guaranty
     which may deprive the  Guarantor  of its right to  subrogation  against the
     Borrower to recover full  indemnity  for any payments made pursuant to this
     Guaranty.

     4. The  obligations  of the Guarantor  under this Guaranty are absolute and
unconditional  and shall remain in full force and effect  without regard to, and
shall not be released, suspended,  discharged,  terminated or otherwise affected
by, any circumstance or occurrence  whatsoever,  including,  without limitation:
(a) any action or inaction by any Guaranteed  Party as contemplated in Section 3
of this Guaranty; or (b) any invalidity, irregularity or unenforceability of all
or part of the Guaranteed Obligations or of any security therefor. This Guaranty
is a primary  obligation  of the  Guarantor,  and is a guaranty of payment,  not
merely collection.

     5. (a) The Guarantor  hereby waives all rights of subrogation  which it may
at any time  otherwise have as a result of this Guaranty  (whether  contractual,
under  Section 509 of the  Bankruptcy  Code,  or otherwise) to the claims of the
Guaranteed Parties against the Borrower or any other guarantor of the Guaranteed
Obligations (collectively,  the "Other Parties") and all contractual,  statutory
or common law rights of reimbursement,  contribution or indemnity from any Other
Party which it may at any time otherwise have as a result of this Guaranty.  The
Guarantor  hereby further waives any right to enforce any other remedy which the
Guaranteed  Parties now have or may hereafter have against any Other Party,  any
endorser or any other  guarantor of all or any part of the  indebtedness  of the
Borrower  and any benefit of, and any right to  participate  in, any security or
collateral  given to or for the  benefit  of the  Guaranteed  Parties  to secure
payment of the  indebtedness  of the  Borrower.  The  Guarantor  also waives all
claims  (as such  term is  defined  in the  Bankruptcy  Code) it may at any time

                                                                       EXHIBIT K
                                                                          Page 5

otherwise have against any Other Party arising from any transaction  whatsoever,
including without limitation its right to assert or enforce any such claims.

     (b)  Notwithstanding  the  provisions  of the  preceding  clause  (a),  the
Guarantor shall have and be entitled to (i) all rights of subrogation  otherwise
provided  by law in respect of any payment it may make or be  obligated  to make
under this Guaranty and (ii) all claims (as defined in the  Bankruptcy  Code) it
would have against any Other Party in the absence of the  preceding  clause (a),
and to assert and enforce same, in each case on and after,  but at no time prior
to, the earlier of (I) the date (the  "Subrogation  Trigger  Date") which is one
year and five  days  after the date on which all  indebtedness  of the  Borrower
owing to any of the Guaranteed  Parties has been paid in full if and only if (x)
no Default or Event of Default  of the type  described  in Section  10.05 of the
Credit  Agreement with respect to the respective  Other Party has existed at any
time on and after the date of this  Guaranty to and  including  the  Subrogation
Trigger Date and (y) the existence of the  Guarantor's  rights under this clause
(b) would not make the Guarantor a creditor (as defined in the Bankruptcy  Code)
of the respective Other Party in any insolvency,  bankruptcy,  reorganization or
similar proceeding commenced on or prior to the Subrogation Trigger Date or (II)
the effective  date of any amendment to Title 11 of the United States Code or of
any decision of the United States Supreme Court that in the  reasonable  opinion
of the Agent provides, in effect, that the status of the Guarantor as an insider
creditor of the Borrower will not cause transfers of an interest of the Borrower
in property (including payments or grants of security interests by the Borrower)
to any Guaranteed  Party to be subject to avoidance as a preference for a longer
period of time than if the  Guaranteed  Obligations of the Borrower had not been
guaranteed or otherwise secured by the Guarantor or its assets.

     6. In order to induce  the Banks to make the Loans and  participate  in the
Letter of Credit and the Letter of Credit  Issuer to issue the Letter of Credit,
the Guarantor makes the following representations, warranties and agreements:

          (a) Each of the Guarantor and its Subsidiaries (i) is a duly organized
     and validly  existing  corporation  in good standing  under the laws of the

                                                                       EXHIBIT K
                                                                          Page 6

     jurisdiction of its incorporation,  (ii) has the power and authority to own
     its property and assets and to transact the business in which it is engaged
     and (iii) is duly qualified as a foreign  corporation  and in good standing
     in each jurisdiction where the ownership,  leasing or operation of property
     or the conduct of its business  requires such  qualification,  except where
     the failure to be so qualified could not have a material  adverse effect on
     the  business,  operations,   property,  assets,  condition  (financial  or
     otherwise)  or  prospects  of the  Guarantor  or of the  Guarantor  and its
     Subsidiaries taken as a whole.

          (b) The  Guarantor  has the  corporate  power to execute,  deliver and
     perform  the  terms  and  provisions  of this  Guaranty  and has  taken all
     necessary  corporate  action  to  authorize  the  execution,  delivery  and
     performance  by it of this  Guaranty.  The  Guarantor has duly executed and
     delivered this Guaranty, and this Guaranty constitutes its legal, valid and
     binding  obligation  enforceable in accordance with its terms except as the
     enforceability thereof may be limited by applicable bankruptcy, insolvency,
     reorganization or other similar laws affecting  creditors' rights generally
     and by general  equitable  principles  (regardless  of whether the issue of
     enforceability is considered in a proceeding in equity or at law).

          (c) Neither the execution, delivery or performance by the Guarantor of
     this Guaranty,  nor compliance by it with the terms and provisions  hereof,
     (i) will contravene any provision of any law,  statute,  rule or regulation
     or any  order,  writ,  injunction  or decree  of any court or  governmental
     instrumentality,  (ii) will conflict or be  inconsistent  with or result in
     any breach of any of the terms, covenants,  conditions or provisions of, or
     constitute a default under,  or result in the creation or imposition of (or
     the  obligation  to create or impose) any Lien upon any of the  property or
     assets of the Guarantor or any of its Subsidiaries pursuant to the terms of
     any indenture, mortgage, deed of trust, credit agreement, loan agreement or
     any other  agreement,  contract or instrument to which the Guarantor or any
     of its  Subsidiaries  is a party or by which it or any of its  property  or

                                                                       EXHIBIT K
                                                                          Page 7

     assets is bound or to which it may be  subject or (iii)  will  violate  any
     provision of the Certificate of  Incorporation  or By-Laws of the Guarantor
     or any of its Subsidiaries.

          (d) No order, consent, approval, license,  authorization or validation
     of, or filing, recording or registration with (except as have been obtained
     or made prior to the  Restatement  Effective  Date),  or exemption  by, any
     governmental or public body or authority,  or any subdivision  thereof,  is
     required  to  authorize,  or  is  required  in  connection  with,  (i)  the
     execution,  delivery and performance of this Guaranty or (ii) the legality,
     validity, binding effect or enforceability of this Guaranty.

          (e)  The  consolidated   statements  of  financial  condition  of  the
     Guarantor and its Consolidated  Subsidiaries at December 31, 1993 and March
     31, 1994,  and the related  consolidated  statements of income and retained
     earnings and cash flow of the Guarantor and its  Consolidated  Subsidiaries
     for the fiscal year or  three-month  period,  as the case may be,  ended on
     such  date  and  heretofore  furnished  to the  Banks  present  fairly  the
     consolidated  financial  condition of the  Guarantor  and its  Consolidated
     Subsidiaries at the date of such statements of financial  condition and the
     consolidated   results  of  the   operations   of  the  Guarantor  and  its
     Consolidated  Subsidiaries for such fiscal year or three-month  period,  as
     the case may be.  All such  financial  statements  have  been  prepared  in
     accordance  with  generally  accepted  accounting  principles and practices
     consistently  applied except for, with respect to the financial  statements
     for the  three-month  period  ended  on March  31,  1994,  normal  year-end
     adjustments.  Since December 31, 1993,  there has been no material  adverse
     change in the business, operations,  property, assets, condition (financial
     or  otherwise)  or prospects of the  Guarantor or of the  Guarantor and its
     Subsidiaries taken as a whole.

          (f) Except as fully  reflected in the financial  statements  delivered
     pursuant  to the  preceding  clause (e),  there were as of the  Restatement
     Effective Date no liabilities or obligations  with respect to the Guarantor

                                                                       EXHIBIT K
                                                                          Page 8

     or any of its  Subsidiaries  of any nature  whatsoever  (whether  absolute,
     accrued,  contingent  or  otherwise  and whether or not due) which,  either
     individually or in aggregate,  would be materially adverse to the Guarantor
     or to the Guarantor and its Subsidiaries taken as a whole.

          (g) There are no actions, suits or proceedings pending or, to the best
     knowledge  of the  Guarantor,  threatened  (i) with  respect  to any Credit
     Document or (ii) that are  reasonably  likely to  materially  and adversely
     affect the business, operations,  property, assets, condition (financial or
     otherwise)  or  prospects  of the  Guarantor  or of the  Guarantor  and its
     Subsidiaries taken as a whole.

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

          (i) Each of the  Guarantor  and its  Subsidiaries  has  filed  all tax
     returns required to be filed by it and has paid all income taxes payable by
     it which have  become due  pursuant to such tax returns and all other taxes
     and  assessments  payable by it which have become due, other than those not
     yet delinquent  and except for those  contested in good faith and for which
     adequate  reserves  have been  established.  Each of the  Guarantor and its
     Subsidiaries has paid, or has provided adequate reserves (in the good faith
     judgment  of the  management  of the  Guarantor)  for the  payment  of, all
     federal and state  income taxes  applicable  for all prior fiscal years and
     for the current fiscal year to the date hereof.

                                                                       EXHIBIT K
                                                                          Page 9
                                                                   
                                                                            
          (j) As of June 30, 1994, the authorized capital stock of the Guarantor
     consists  of (i)  75,000,000  shares  of common  stock,  $.50 par value per
     share,  of which  33,296,087  shares are issued  and  outstanding  and (ii)
     7,500,000  shares of preferred  stock,  none of which shares are issued and
     outstanding. All such outstanding shares have been duly and validly issued,
     are fully  paid and  non-assessable.  Other  than (x)  certain  options  to
     purchase  1,273,750  shares  of  common  stock  of the  Guarantor,  (y) the
     Guarantor's 6-1/2% Convertible Subordinated Debentures due 2004 and (z) the
     Guarantor's  4-1/2/6-1/4% Step-Up Convertible  Subordinated  Debentures due
     2000, the Guarantor does not have  outstanding  any securities  convertible
     into or  exchangeable  for its capital stock or  outstanding  any rights to
     subscribe  for or to  purchase,  or any options for the purchase of, or any
     agreements  providing for the issuance (contingent or otherwise) of, or any
     calls,  commitments  or claims of any  character  relating  to, its capital
     stock.

          (k) Each of the Guarantor and its  Subsidiaries  is in compliance with
     all  applicable  statutes,  regulations  and orders of, and all  applicable
     restrictions imposed by, all governmental  bodies,  domestic or foreign, in
     respect of the conduct of its  business  and the  ownership of its property
     (including  applicable  statutes,   regulations,  orders  and  restrictions
     relating   to   environmental   standards   and   controls),   except  such
     noncompliances  as would not,  in the  aggregate,  have a material  adverse
     effect on the business, operations,  property, assets, condition (financial
     or  otherwise)  or prospects of the  Guarantor or of the  Guarantor and its
     Subsidiaries taken as a whole.

          (l) Schedule I correctly sets forth each  Subsidiary of the Guarantor,
     the  percentage  ownership  (direct and  indirect) of the Guarantor in each
     class of capital  stock of each such  Subsidiary  and also  identifies  the
     direct owner  thereof,  in each case as of December 31, 1993 as modified to
     reflect  any  material  changes  after  December  31, 1993 and prior to the
     Restatement Effective Date.

                                                                       EXHIBIT K
                                                                         Page 10

          (m)  Neither  the  Guarantor  nor  any  of  its   Subsidiaries  is  an
     "investment  company"  within the meaning of the Investment  Company Act of
     1940, as amended.

          (n) Neither the  Guarantor nor any of its  Subsidiaries  is a "holding
     company,"  or  a  "subsidiary  company"  of  a  "holding  company,"  or  an
     "affiliate"  of a  "holding  company"  or of a  "subsidiary  company"  of a
     "holding  company" within the meaning of the Public Utility Holding Company
     Act of 1935, as amended.

          (o)  The  Guarantor  owns  all of the  capital  stock  of DDB  Needham
     Worldwide  Inc.   ("DDB"),   BBDO  Worldwide  Inc.   ("BBDO")  and  Omnicom
     Management,  Inc.  ("Management"),   and  DDB,  BBDO  and  Management  own,
     collectively, all of the capital stock of the Borrower.

          (p) Each of the Guarantor and its  Subsidiaries  owns all the patents,
     trademarks,  permits,  service marks,  trade names,  copyrights,  licenses,
     franchises and formulas,  or rights with respect to the foregoing,  and has
     obtained  assignments  of all leases and other  rights of whatever  nature,
     necessary  for the  present  conduct  of its  business,  without  any known
     conflict with the rights of others  which,  or the failure to obtain which,
     as the case may be,  would  result  in a  material  adverse  effect  on the
     business, operations,  property, assets, condition (financial or otherwise)
     or prospects  of the  Guarantor or of the  Guarantor  and its  Subsidiaries
     taken as a whole.

          (q) All proceeds of each Loan and of Commercial Paper shall be used by
     the Borrower for general corporate  purposes;  provided that no part of the
     proceeds of any Loan or any  Commercial  Paper will be used by the Borrower
     to purchase or carry any Margin Stock or to extend credit to others for the
     purpose  of  purchasing  or  carrying  any  Margin  Stock in  violation  of
     Regulation  G, T, U or X of the Board of Governors  of the Federal  Reserve
     Board. Not more than 25% of the value of the assets of the Guarantor or the
     Guarantor and its  Subsidiaries  subject to the  restrictions  contained in
     Section 7 of this Guaranty constitute Margin Stock and, at the time of each
     Credit Event, not more than 25% of the value of the assets of the Guarantor

                                                                       EXHIBIT K
                                                                         Page 11

     or the Guarantor and its Subsidiaries subject to the restrictions contained
     in Section 7 of this Guaranty will constitute Margin Stock. Notwithstanding
     the foregoing  provisions of this Section  neither the Guarantor nor any of
     its Subsidiaries  (including  without limitation the Borrower) will use the
     proceeds of any Loan or any Commercial  Paper to purchase the capital stock
     of  any  corporation  in  a  transaction,   or  as  part  of  a  series  of
     transactions,  (i) the  purpose  of  which  is,  at the  time  of any  such
     purchase,  to  acquire  control of such  corporation  or (ii) the result of
     which is the  ownership by the Guarantor  and its  Subsidiaries  (including
     without  limitation  the  Borrower) of 10% or more of the capital  stock of
     such  corporation,  in  either  case  if the  Board  of  Directors  of such
     corporation has publicly announced its opposition to such transaction.

     7.  The  Guarantor  hereby  covenants  and  agrees  that on and  after  the
Restatement  Effective Date and until the  termination of the Total  Commitment,
the  expiration  of the Letter of Credit and the repayment in full of the Loans,
Notes  and  Unpaid  Drawings,   together  with  interest,  fees  and  all  other
Obligations  incurred under the Credit  Agreement,  and the repayment in full of
all Commercial Paper:

          (a) The Guarantor will furnish to each Bank:

               (i) Within 50 days after the close of each  quarterly  accounting
          period in each  fiscal  year of the  Guarantor  (other than the fourth
          fiscal quarterly  accounting period),  the consolidated  statements of
          financial condition of the Guarantor and its Consolidated Subsidiaries
          as at the end of such  quarterly  period and the related  consolidated
          statements  of income for such  quarterly  period and of cash flow for
          the elapsed portion of the fiscal year ended with the last day of such
          quarterly period,  in each case setting forth comparative  figures for
          the related  periods in the prior  fiscal year (or for the last day of
          the respective  fiscal quarter in the prior fiscal year in the case of
          the  balance  sheet),  all of which  shall be  certified  by the chief
          financial  officer  of  the  Guarantor,  subject  to  normal  year-end
          adjustments.

                                                                       EXHIBIT K
                                                                         Page 12

               (ii)  Within 105 days after the close of each  fiscal year of the
          Guarantor,  the consolidated  statements of financial condition of the
          Guarantor  and  its  Consolidated  Subsidiaries  as at the end of such
          fiscal  year and the  related  consolidated  statements  of income and
          retained earnings and statements of cash flow for such fiscal year, in
          each case setting forth  comparative  figures for the preceding fiscal
          year and certified by  independent  certified  public  accountants  of
          recognized  national  standing  reasonably  acceptable to the Required
          Banks,  in each case  together with a report of such  accounting  firm
          stating  that in the  course  of its  regular  audit of the  financial
          statements of the  Guarantor,  which audit was conducted in accordance
          with generally  accepted  auditing  standards,  such  accounting  firm
          obtained no  knowledge  of any  Default or Event of Default  which has
          occurred and is  continuing  or, if in the opinion of such  accounting
          firm  such  a  Default  or  Event  of  Default  has  occurred  and  is
          continuing, a statement as to the nature thereof.

               (iii) At the time of the  delivery  of the  financial  statements
          provided  for in  clauses  (i) and (ii),  a  certificate  of the chief
          financial  officer of the Guarantor to the effect that, to the best of
          his  knowledge,  no Default or Event of Default  has  occurred  and is
          continuing  or, if any Default or Event of Default has occurred and is
          continuing,   specifying   the  nature  and  extent   thereof,   which
          certificate  shall set forth the  calculations  required to  establish
          whether the Guarantor was in compliance with the provisions of clauses
          (o)  through  (q) of this  Section  7,  inclusive,  at the end of such
          fiscal quarter or year, as the case may be.

               (iv) Promptly,  and in any event within three Business Days after
          an officer of the Guarantor obtains knowledge  thereof,  notice of (x)
          the  occurrence  of any event which  constitutes a Default or Event of
          Default,  (y) any litigation or  governmental  proceeding  pending (a)
          against  the  Guarantor  or  any  of  its  Subsidiaries   which  could

                                                                       EXHIBIT K
                                                                         Page 13

          materially and adversely  affect the business,  operations,  property,
          assets,  condition  (financial  or  otherwise)  or  prospects  of  the
          Guarantor or the  Guarantor and its  Subsidiaries  taken as a whole or
          (b) with respect to any Credit  Document and (z) any other event which
          is likely to materially and adversely affect the business, operations,
          property,  assets,  condition (financial or otherwise) or prospects of
          the Guarantor or the Guarantor and its Subsidiaries taken as a whole.

               (v)  Promptly,   copies  of  all  financial  information,   proxy
          materials  and  other  information  and  reports,  if any,  which  the
          Guarantor shall file with the SEC.

               (vi) From  time to time,  such  other  information  or  documents
          (financial  or otherwise) as any Bank may  reasonably  request,  other
          than consolidating  financial statements of Consolidated  Subsidiaries
          and Affiliates.

          (b) The Guarantor  will, and will cause each of its  Subsidiaries  to,
     keep proper  books of record and  account in which  full,  true and correct
     entries in conformity with generally accepted accounting principles and all
     requirements  of law  shall be made of all  dealings  and  transactions  in
     relation to its business and activities. The Guarantor will, and will cause
     each of its Subsidiaries to, permit officers and designated representatives
     of the Agent, the Letter of Credit Issuer or any Bank to visit and inspect,
     under guidance of officers of the Guarantor or such Subsidiary,  any of the
     properties of the Guarantor or such Subsidiary, and to examine the books of
     record and account of the Guarantor or such Subsidiary (including,  without
     limitation, consolidating financial statements of Consolidated Subsidiaries
     and  Affiliates)  and discuss the  affairs,  finances  and  accounts of the
     Guarantor or such  Subsidiary  with,  and be advised as to the same by, its
     and their officers,  all at such reasonable times and intervals and to such
     reasonable  extent as the Agent,  the Letter of Credit  Issuer or such Bank
     may request.

                                                                       EXHIBIT K
                                                                         Page 14

          (c) The Guarantor  will, and will cause each of its  Subsidiaries  to,
     (i) keep all property  useful and necessary in its business in good working
     order and  condition,  (ii) maintain with  financially  sound and reputable
     insurance  companies insurance on its property in at least such amounts and
     against  at least  such risks as are  usually  insured  against in the same
     general area by companies  engaged in the same or a similar  business,  and
     (iii) furnish to each Bank, upon written  request,  full  information as to
     the insurance carried.

          (d) The Guarantor will, and will cause each of its Subsidiaries to, do
     or cause to be done,  all things  necessary  to  preserve  and keep in full
     force  and  effect  its  existence  and its  material  rights,  franchises,
     licenses and patents;  provided,  however,  that nothing in this clause (d)
     shall  prevent  (i)  the   withdrawal  by  the  Guarantor  or  any  of  its
     Subsidiaries  of  its  qualification  as  a  foreign   corporation  in  any
     jurisdiction where such withdrawal could not have a material adverse effect
     on the business,  operations,  property,  assets,  condition  (financial or
     otherwise)  or  prospects  of  the  Guarantor  or  the  Guarantor  and  its
     Subsidiaries taken as a whole or (ii) any transaction  permitted by Section
     7(j) of this Guaranty.

          (e) The Guarantor  will, and will cause each of its  Subsidiaries  to,
     comply with all  applicable  statutes,  regulations  and orders of, and all
     applicable  restrictions imposed by, all governmental  bodies,  domestic or
     foreign, in respect of the conduct of its business and the ownership of its
     property   (including   applicable   statutes,   regulations,   orders  and
     restrictions relating to environmental standards and controls), except such
     noncompliances  as could not,  in the  aggregate,  have a material  adverse
     effect on the business, operations,  property, assets, condition (financial
     or  otherwise)  or prospects of the  Guarantor or of the  Guarantor and its
     Subsidiaries taken as a whole.

          (f) As soon as possible  and,  in any event,  within 10 days after the
     Guarantor  or any of its  Subsidiaries  or  ERISA  Affiliates  knows or has
     reason to know any of the following,  the Guarantor will deliver to each of
     the Banks a  certificate  of the chief  financial  officer of the Guarantor

                                                                       EXHIBIT K
                                                                         Page 15

     setting forth details as to such occurrence and such action,  if any, which
     the  Guarantor,  such  Subsidiary  or such ERISA  Affiliate  is required or
     proposes  to take,  together  with any  notices  required or proposed to be
     given to or filed  with or by the  Guarantor,  the  Subsidiary,  the  ERISA
     Affiliate,  the PBGC, a Plan  participant  or the Plan  Administrator  with
     respect thereto: that a Reportable Event has occurred,  that an accumulated
     funding  deficiency has been incurred or an application  may be or has been
     made to the Secretary of the Treasury for a waiver or  modification  of the
     minimum funding standard (including any required  installment  payments) or
     an extension of any amortization  period under Section 412 of the Code with
     respect  to a  Plan,  that a Plan  has  been  or  may be  terminated  via a
     "distress  termination"  as  referred  to  in  Section  4041(c)  of  ERISA,
     reorganized,  partitioned  or declared  insolvent  under Title IV of ERISA,
     that a Plan has an Unfunded  Current  Liability giving rise to a Lien under
     ERISA,  that  proceedings  may be or have  been  instituted  by the PBGC to
     terminate a Plan, that a proceeding has been instituted pursuant to Section
     515 of ERISA to collect a delinquent  contribution  to a Plan,  or that the
     Guarantor,  any of its  Subsidiaries or ERISA  Affiliates will or may incur
     any liability  (including any  contingent or secondary  liability) to or on
     account of the termination of or withdrawal from a Plan under Section 4062,
     4063,  4064,  4201 or 4204 of ERISA.  In  addition to any  certificates  or
     notices  delivered  to the Banks  pursuant  to the first  sentence  hereof,
     copies of  notices  received  by  theGuarantor  or any of its  Subsidiaries
     required to be delivered to the Banks  hereunder  shall be delivered to the
     Banks no later  than 10 days  after the later of the date such  notice  has
     been filed with the  Internal  Revenue  Service or the PBGC,  given to Plan
     participants or received by the Guarantor or such Subsidiary.

          (g) The  Guarantor  shall  cause  (i)  each of  its,  and  each of its
     Designated  Subsidiary's,  fiscal years to end on December 31 and (ii) each
     of its, and each of its Designated Subsidiary's,  fiscal quarters to end on
     March 31, June 30, September 30 and December 31.

                                                                       EXHIBIT K
                                                                         Page 16

          (h)  The  Guarantor   will  not,  and  will  not  permit  any  of  its
     Subsidiaries to, engage (directly or indirectly) in any business other than
     the business in which it is engaged on the  Restatement  Effective Date and
     any other reasonably related businesses.

          (i)  The  Guarantor   will  not,  and  will  not  permit  any  of  its
     Subsidiaries to, create,  incur, assume or suffer to exist any Lien upon or
     with  respect to any  property  or assets  (real or  personal,  tangible or
     intangible) of the Guarantor or any of its Subsidiaries,  whether now owned
     or hereafter  acquired,  provided  that the  provisions  of this clause (i)
     shall not prevent the creation, incurrence, assumption or existence of:

               (i)  Liens  for  taxes  not yet due,  or Liens  for  taxes  being
          contested  in good  faith  and by  appropriate  proceedings  for which
          adequate reserves have been established;

               (ii) Liens in respect of property or assets of the  Guarantor  or
          any of its  Subsidiaries  imposed by law,  which were  incurred in the
          ordinary  course of business,  such as carriers',  warehousemen's  and
          mechanics'  liens and other  similar  Liens  arising  in the  ordinary
          course of business  and (x) which do not in the  aggregate  materially
          detract from the value of such property or assets or materially impair
          the use thereof in the  operation of the business of the  Guarantor or
          any of its Subsidiaries or (y) which are being contested in good faith
          by  appropriate  proceedings,  which  proceedings  have the  effect of
          preventing the forfeiture or sale of the property or assets subject to
          any such Lien;

               (iii) Liens  created for the benefit of the Agent,  the Letter of
          Credit Issuer and the Banks;

               (iv)   Pledges  or   deposits   in   connection   with   worker's
          compensation,   unemployment   insurance  and  other  social  security
          legislation;

               (v) Easements,  rights-of-way and other similar Liens on, over or
          in respect of any property of the Guarantor or any of its Subsidiaries

                                                                       EXHIBIT K
                                                                         Page 17

          which do not  individually or in the aggregate  materially  impair the
          use or value of the property or assets subject thereto;

               (vi) Purchase money mortgages or other Liens on property acquired
          after  the  Original  Effective  Date by the  Guarantor  or any of its
          Subsidiaries  to secure the  purchase  price of such  property  (or to
          secure  indebtedness  incurred solely for the purpose of financing the
          acquisition  of such  property),  or Liens on any such property at the
          time of the  acquisition  of such  property by the Guarantor or any of
          its  Subsidiaries,  whether  or not  assumed,  provided  that  (x) the
          Indebtedness  secured  by each such Lien  shall not exceed the cost of
          such  property to the  Guarantor or such  Subsidiary or the fair value
          thereof at the time of the  acquisition  thereof,  as the case may be,
          whichever  is less,  (y) each such Lien shall apply and attach only to
          the property originally subject thereto and fixed improvements thereon
          or accessions thereto, and (z) the principal amount of Indebtedness at
          any time  outstanding  and secured by Liens  permitted  by this clause
          (vi) of this Section 7(i) shall not in the aggregate for the Guarantor
          and  its  Subsidiaries  exceed,  when  aggregated  together  with  the
          Indebtedness  secured  by  Liens  permitted  by  clause  (vii)  below,
          $10,000,000;

               (vii) Liens on accounts receivable of BBDO Nederland B.V. and its
          Subsidiaries  securing  Indebtedness  owing  to ABN  AMRO  Bank  N.V.,
          provided that the outstanding  principal amount of such  Indebtedness,
          when  aggregated  together  with  the  Indebtedness  secured  by Liens
          permitted by clause (vi) above, does not exceed $10,000,000;

               (viii)   Liens   securing   Indebtedness   permitted  by  Section
          7(l)(viii); and

               (ix)  Liens  on  assets  sold  by  the  Guarantor  or  any of its
          Subsidiaries and leased back by the Guarantor or such  Subsidiary,  so

                                                                       EXHIBIT K
                                                                         Page 18

          long  as the  aggregate  fair  value  of  assets  so  sold  after  the
          Restatement  Effective  Date  pursuant  to this  clause (ix) shall not
          exceed $20,000,000.

          (j)  The  Guarantor   will  not,  and  will  not  permit  any  of  its
     Subsidiaries  to, wind up,  liquidate or dissolve its affairs or enter into
     any  transaction  of merger or  consolidation,  or convey,  sell,  lease or
     otherwise  dispose  of (or agree to do any of the  foregoing  at any future
     time) all or any  substantial  part of its property or assets,  except that
     (i) any Subsidiary of the Guarantor (other than the Borrower) may do any of
     the foregoing in any fiscal year (the  "Current  Year") of the Guarantor so
     long as (x) the  revenues  of such  Subsidiary  for the then most  recently
     ended  fiscal year (the "Prior  Year"),  when added to the revenues for the
     Prior Year of all other  Subsidiaries  that have entered into  transactions
     permitted by this clause (i) during the Current  Year, do not exceed 15% of
     the revenues of the Guarantor and its  Subsidiaries  for the Prior Year and
     (y) the  aggregate  of (A) the  revenues of such  Subsidiary  for the Prior
     Year,  plus  (B)  with  respect  to each  Subsidiary  which  consummated  a
     transaction  pursuant  to  clause  (x)  in the  Current  Year  or the  four
     immediately preceding fiscal years, the revenues of such Subsidiary for the
     year prior to the year in which the transaction was  consummated,  does not
     exceed 40% of the revenues of the  Guarantor and its  Subsidiaries  for the
     Prior Year (for purposes  hereof the year ending December 31, 1988 shall be
     the  first  such  preceding  fiscal  year,  and the  actual  number of such
     preceding  fiscal  years  shall be used  until  such time as there are four
     preceding fiscal years), (ii) Subsidiaries of the Guarantor (other than the
     Borrower) may convey,  sell, lease or otherwise  dispose of all or any part
     of its  property  or  assets  to the  Guarantor  or to  other  Subsidiaries
     (including  without  limitation  by  way  of  winding-up,   liquidation  or
     dissolution),  (iii) any  Wholly-Owned  Subsidiary of the Guarantor  (other
     than the  Borrower)  may merge into the  Guarantor or another  Wholly-Owned
     Subsidiary,  (iv) the Guarantor or any  Wholly-Owned  Subsidiary  may enter
     into a merger transaction if (w) it is the surviving entity, (x) no Default
     or Event of Default would exist  immediately  after giving effect  thereto,
     and (y) in the case of a Wholly-Owned Subsidiary, such Subsidiary remains a

                                                                       EXHIBIT K
                                                                         Page 19

     Wholly-Owned  Subsidiary after the merger  transaction is consummated,  (v)
     any Specified  Subsidiary may wind up, liquidate or dissolve its affairs so
     long as it does not have any  material  assets at the time of such  winding
     up, liquidation or dissolution,  and (vi) the Guarantor may transfer,  sell
     or convey  the  stock of one or more of its  Subsidiaries  (other  than the
     Borrower) to one or more of its other  Subsidiaries so long as, in the case
     of any such  transfer,  sale or conveyance  of the stock of any  Designated
     Subsidiary,  the  indirect  ownership  interest  of the  Guarantor  in such
     Designated Subsidiary is not reduced as a result thereof.

          (k) The  Guarantor  will not enter  into or permit any  Subsidiary  to
     enter into any  agreements  to rent or lease any real or personal  property
     (excluding capitalized leases) except in the ordinary course of business.

          (l) The Guarantor will not permit any of its Subsidiaries to contract,
     create,  incur,  assume or suffer to exist  any  Indebtedness,  except  (i)
     Indebtedness listed on Schedule II ("Existing Indebtedness"),  (ii) accrued
     expenses and current trade accounts payable incurred in the ordinary course
     of business, and obligations under trade letters of credit incurred by such
     Subsidiaries in the ordinary course of business,  which are to be repaid in
     full not more than one year  after the date on which such  Indebtedness  is
     originally  incurred to finance the  purchase of goods by such  Subsidiary,
     (iii)  obligations under letters of credit incurred by such Subsidiaries in
     the  ordinary  course of  business  in support of  obligations  incurred in
     connection  with worker's  compensation,  unemployment  insurance and other
     social  security  legislation,  (iv)  Indebtedness  of  Subsidiaries of the
     Guarantor to the extent  permitted under clause  (m)(iv)-(vii)  below,  (v)
     Indebtedness  of the  Borrower  or any other  Subsidiary  of the  Guarantor
     arising under, or constituting  guaranties of, the Credit  Agreement or the
     Commercial  Paper,  (vi) other  Indebtedness  of the Borrower so long as no
     Default or Event of Default  then exists or would result  therefrom,  (vii)
     other Indebtedness of Foreign Subsidiaries of the Guarantor incurred in the
     ordinary  course of business and (viii)  Indebtedness  of any Subsidiary of

                                                                       EXHIBIT K
                                                                         Page 20

     the  Guarantor,  provided that such  Indebtedness  was  outstanding at such
     Subsidiary prior to the acquisition by the Guarantor of such Subsidiary and
     was  not  incurred  in  connection  with  or  in   contemplation   of  such
     acquisition.

          (m)  The  Guarantor   will  not,  and  will  not  permit  any  of  its
     Subsidiaries  to, lend money or credit or make  advances to any Person,  or
     purchase or acquire any stock,  obligations  or securities of, or any other
     interest in, or make any capital contribution to, any other Person,  except
     that the following shall be permitted:

               (i) the  Guarantor  and its  Subsidiaries  may  acquire  and hold
          receivables owing to it, if created or acquired in the ordinary course
          of business and payable or  dischargeable in accordance with customary
          trade terms;

               (ii) the Guarantor and its Subsidiaries may acquire and hold Cash
          Equivalents, and Foreign Subsidiaries of the Guarantor may acquire and
          hold Foreign Cash Equivalents;

               (iii)  the  Guarantor  and its  Subsidiaries  may make  loans and
          advances to officers,  employees and agents in the ordinary  course of
          business;

               (iv)  the   Guarantor   may  make  loans,   advances  or  capital
          contributions to Consolidated Subsidiaries;

               (v)  Consolidated  Subsidiaries  of the Guarantor may make loans,
          advances  or  capital   contributions   to  the   Guarantor  or  other
          Consolidated Subsidiaries;

               (vi)  Subsidiaries  of the  Guarantor  (other  than  Consolidated
          Subsidiaries)  may make loans,  advances or capital  contributions  to
          other   Subsidiaries  of  the  Guarantor   (other  than   Consolidated
          Subsidiaries);

                                                                       EXHIBIT K
                                                                         Page 21

               (vii) the Guarantor and Consolidated Subsidiaries may make loans,
          advances or capital  contributions  to Affiliates and  Subsidiaries of
          the Guarantor (other than Consolidated Subsidiaries), and may purchase
          stock or  securities of other Persons so that after such purchase such
          Person is not a  Consolidated  Subsidiary of the  Guarantor,  provided
          that the sum of the net  investment  in  Affiliates  and  Subsidiaries
          (other than  Consolidated  Subsidiaries)  made pursuant to this clause
          (vii)  plus the  principal  amount  of all  loans  and  advances  made
          pursuant to this clause (vii) and then outstanding shall not exceed an
          amount equal to 15% of the sum of (x) the Guarantor's Consolidated Net
          Worth plus (y) the  outstanding  principal  amount of the  Guarantor's
          Subordinated  Indebtedness  (to the extent and in the amount  that any
          portion of such  principal  amount  matures one year or more after the
          Expiry Date) at any time;

               (viii) the Guarantor and its Subsidiaries may purchase or acquire
          stock or securities of another Person in arm's-length  transactions so
          long as no  Default  or  Event  of  Default  exists  or  would  result
          therefrom and, as a result of such transaction,  such Person becomes a
          Consolidated Subsidiary of the Guarantor; and

               (ix) the Guarantor and its  Subsidiaries  may invest in preferred
          auction  rate  stock  and  other   similar  tax  favored   short  term
          investments with a readily available and liquid secondary market; and

               (x) the Guarantor and its Subsidiaries  may make loans,  purchase
          securities  or make other  investments  not permitted by the foregoing
          clauses  of this  Section  7(m) so long as the  aggregate  outstanding
          amount  thereof,  net of cash  repayments  of principal in the case of
          loans  and cash  sales  proceeds  in the case of  securities  or other
          investments  that  are  liquidated  but  excluding  any  write-ups  or
          write-downs  in  the  value  of  any  such  loan,  security  or  other
          investment that has not been liquidated,  shall not exceed $30,000,000
          at any time.

                                                                       EXHIBIT K
                                                                         Page 22

          (n)  The  Guarantor   will  not,  and  will  not  permit  any  of  its
     Subsidiaries   to,  enter  into  any   transaction  or  series  of  related
     transactions,  whether or not in the ordinary course of business,  with any
     Affiliate  of the  Guarantor,  other  than on  terms  and  conditions  sub-
     stantially  as favorable to the  Guarantor or such  Subsidiary  as would be
     obtainable by the Guarantor or such  Subsidiary at the time in a comparable
     arm's- length transaction with a Person other than an Affiliate.

          (o) The  Guarantor  will not  permit  the  ratio  of its  Consolidated
     Current Assets to its  Consolidated  Current  Liabilities at any time to be
     less than 0.8:1.

          (p) The Guarantor will not permit the ratio of its Total  Consolidated
     Indebtedness  to  Total  Consolidated  Capitalization  to be more  than (i)
     0.65:1 at any time from and including January 1 to and including  September
     30 of each year and (ii) 0.55:1 at any time from and including October 1 to
     and including December 31, of each year.

          (q) The  Guarantor  will not  permit  the  ratio  of its  Consolidated
     Indebtedness  for any fiscal quarter to its Net Cash Flow for the period of
     four consecutive fiscal quarters (taken as one accounting period) ending on
     the last day of such fiscal quarter to be more than 5:1.

          (r)  The  Guarantor   will  not,  and  will  not  permit  any  of  its
     Subsidiaries  to,  directly or  indirectly,  create or  otherwise  cause or
     suffer to exist or become  effective any  encumbrance or restriction on the
     ability  of any such  Subsidiary  to (a) pay  dividends  or make any  other
     distributions  on its capital stock or any other interest or  participation
     in its profits owned by the Guarantor or any  Subsidiary of the  Guarantor,
     or pay  any  Indebtedness  owed to the  Guarantor  or a  Subsidiary  of the
     Guarantor,  (b) make loans or advances to the Guarantor or (c) transfer any
     of its properties or assets to the Guarantor,  except for such encumbrances
     or  restrictions  existing under or by reason of (i)  applicable  law, (ii)
     this Guaranty or any other Credit Document and (iii)  customary  provisions
     restricting  subletting or  assignment  of any lease  governing a leasehold
     interest of the Guarantor or a Subsidiary of the Guarantor.

                                                                       EXHIBIT K
                                                                         Page 23

     8. As used in this Guaranty,  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):

          "Affiliate"  shall mean, with respect to any Person,  any other Person
     (other than an individual) directly or indirectly  controlling,  controlled
     by, or under direct or indirect common control with, such Person; provided,
     however, that for purposes of Paragraph 7(n), an Affiliate of the Guarantor
     shall include any Person that  directly or indirectly  owns more than 5% of
     the  Guarantor,  and any officer or director of the  Guarantor  or any such
     Person.  A Person shall be deemed to control  another Person if such Person
     possesses,  directly  or  indirectly,  the  power to  direct  or cause  the
     direction  of the  management  and policies of such other  Person,  whether
     through the ownership of voting securities, by contract, or otherwise.

          "Cash Equivalents" shall mean, as to any Person, (i) securities issued
     or directly  and fully  guaranteed  or insured by the United  States or any
     agency or instrumentality  thereof (provided that the full faith and credit
     of the United States is pledged in support  thereof)  having  maturities of
     not more than six months from the date of  acquisition,  (ii) time deposits
     and certificates of deposit of any Bank, the Agent, and any commercial bank
     incorporated in the United States of recognized standing having capital and
     surplus  in excess of  $500,000,000  with  maturities  of not more than six
     months  from the  date of  acquisition  by such  Person,  (iii)  repurchase
     obligations  with a  term  of not  more  than  seven  days  for  underlying
     securities of the types described in clause (i) above entered into with any
     bank  meeting the  qualifications  specified  in clause  (ii)  above,  (iv)
     commercial  paper issued by the parent  corporation of any Bank, the Agent,
     and any commercial bank (provided that the parent  corporation and the bank
     are both  incorporated in the United States) of recognized  standing having
     capital and surplus in excess of $500,000,000  and commercial  paper issued
     by any Person incorporated in the United States,  which commercial paper is
     rated  at  least  A-1  or the  equivalent  thereof  by  Standard  &  Poor's
     Corporation or at least P-1 or the equivalent  thereof by Moody's Investors

                                                                       EXHIBIT K
                                                                         Page 24

     Service,  Inc. and in each case maturing not more than six months after the
     date of  acquisition  by such Person and (v)  investments  in money  market
     funds  substantially all the assets of which are comprised of securities of
     the types descri- bed in clauses (i) through (iv) above.

          "Consolidated  Current  Assets"  shall  mean,  as to any  Person,  the
     current  assets  of  such  Person  and  its  Subsidiaries  determined  on a
     consolidated basis.

          "Consolidated  Current  Liabilities" shall mean, as to any Person, the
     current  liabilities  of such Person and its  Subsidiaries  determined on a
     consolidated basis.

          "Consolidated  Indebtedness"  shall mean, for any fiscal  quarter,  an
     amount  equal  to (x)  the  sum of  (i)  the  average  of  the  amounts  of
     Indebtedness  of the  types  listed  on  Schedule  III  hereto  on the last
     Business Day of each calendar  week ending during such fiscal  quarter plus
     (ii) the amount of all  Indebtedness of the Guarantor and its  Subsidiaries
     (other  than  Indebtedness  of the types  listed on  Schedule  III  hereto)
     (determined on a consolidated basis) on the last day of such fiscal quarter
     minus (y) the sum of (i) the amount of all Cash Equivalents and investments
     of the type described in Section  7(m)(ix) held by the Borrower on the last
     day of such fiscal quarter plus (ii) the Dollar Equivalent of the amount of
     all Foreign Cash  Equivalents  held by Omnicom Finance Ltd. on the last day
     of such fiscal quarter.

          "Consolidated  Net Income"  shall mean the net income of the Guarantor
     and its  Consolidated  Subsidiaries  determined on a consolidated  basis in
     accordance with generally accepted accounting principles.

          "Consolidated  Net Worth" shall mean, as to any Person,  the Net Worth
     of such Person and its  Subsidiaries  determined  on a  consolidated  basis
     (including  therein  the  portion  of such Net  Worth  reflecting  minority
     interests in Subsidiaries).

          "Designated Subsidiaries" shall mean BBDO Worldwide Inc., BBDO Atlanta
     Inc., BBDO Chicago Inc., BBDO Detroit Inc., DDB Needham Worldwide Inc., DDB

                                                                       EXHIBIT K
                                                                         Page 25

     Needham  Chicago Inc.,  Rapp Collins  Worldwide  Inc.,  Alcone Sims O'Brien
     Inc.,  Tracy-Locke  Inc., Frank J. Corbett Inc.,  Kallir Philips Ross, Inc.
     and Thomas A. Schutz Co., Inc.

          "Dollar  Equivalent"  shall mean,  with  respect to any  Foreign  Cash
     Equivalent denominated in a currency other than U.S. Dollars, the amount of
     U.S.  Dollars  into  which  the  principal  amount  of  such  Foreign  Cash
     Equivalent could be converted at the then applicable Exchange Rate. For the
     purpose of the foregoing  determination,  the "Exchange  Rate" shall be the
     spot  rate at which the  relevant  currency  is  offered  for sale  against
     delivery of U.S. Dollars on the date of determination  thereof (or, if such
     date is not a Business Day, the next preceding  Business Day), as set forth
     in the Wall Street  Journal;  provided that if no such rate is set forth in
     the Wall Street Journal on such date, the "Exchange Rate" shall be the rate
     quoted by the Agent at the  opening of  business  on such date (or, if such
     date is not a Business Day, the next  preceding  Business Day) for the spot
     rate at which  the  relevant  currency  is  offered  for sale by the  Agent
     against delivery of U.S. Dollars.

          "Foreign Cash Equivalents" shall mean (i) time deposits,  certificates
     of deposit and similar instruments of any Bank or any other commercial bank
     having  long-term  indebtedness  rated in its  highest  rating  category by
     Moody's Investors Services,  Inc. or by Standard & Poor's Corporation,  and
     (ii) such other  securities  and  investments  as shall be  approved by the
     Agent from time to time.

          "Indebtedness" shall mean, as to any Person, without duplication,  (i)
     all indebtedness (including principal,  interest, fees and charges) of such
     Person for borrowed money or for the deferred purchase price of property or
     services,  (ii) the face  amount of all  letters  of credit  issued for the
     account of such Person and all drafts drawn thereunder  (other than letters
     of credit  issued in support  of  accrued  expenses  and  accounts  payable
     incurred in the ordinary course of business), (iii) all liabilities secured
     by any Lien on any  property  owned  by such  Person,  whether  or not such

                                                                       EXHIBIT K
                                                                         Page 26

     liabilities  have been assumed by such Person,  (iv) the  aggregate  amount
     required  to be  capitalized  under  leases  under which such Person is the
     lessee and (v) all Contingent Obligations of such Person.

          "Net Cash Flow"  shall  mean,  for any period,  the  Consolidated  Net
     Income of the Guarantor and its Subsidiaries for such period without giving
     effect to any extraordinary  gains or losses and gains or losses from sales
     of  assets  (other  than  sales of  inventory  in the  ordinary  course  of
     business),  adjusted by (x) adding  thereto the  following  items:  (i) the
     amount  of all  amortization  of  intangibles  and  depreciation  that were
     deducted in arriving at such Consolidated Net Income for such period,  (ii)
     the  portion of such  Consolidated  Net  Income  attributable  to  minority
     interests in Subsidiaries,  and (iii) the amount of all dividends  received
     during such period by the Guarantor or any of its Consolidated Subsidiaries
     from corporations other than Consolidated Subsidiaries of the Guarantor, to
     the extent  not  included  in  calculating  Consolidated  Net Income of the
     Guarantor for such period and (y) deducting therefrom (i) the amount of all
     dividends paid by  Subsidiaries  of the Guarantor to Persons other than the
     Guarantor or Wholly-Owned Subsidiaries of the Guarantor during such period,
     (ii) the net income for such period of corporations other than Consolidated
     Subsidiaries  of the  Guarantor,  to the  extent  allocated  to the  equity
     interest  of the  Guarantor  or any such  Consolidated  Subsidiary  in such
     corporation,  and (iii) an amount, if positive,  equal to (x) the amount of
     all dividends paid by the Guarantor to its common or preferred shareholders
     during such  period,  minus (y) 50% of the  Consolidated  Net Income of the
     Guarantor and its Subsidiaries for such period.

          "Net  Worth"  shall  mean,  as to any  Person,  the sum of its capital
     stock,  capital in excess of par or stated  value of shares of its  capital
     stock,  retained  earnings and any other accounts which, in accordance with
     generally accepted accounting principles in the United States,  constitutes
     stockholders  equity,  but in any event  deducting  therefrom  any treasury
     stock,  provided  that each of the foregoing  shall be  determined  without
     giving effect to any foreign currency translation adjustments.

                                                                       EXHIBIT K
                                                                         Page 27

          "Subordinated  Indebtedness" of any Person shall mean all Indebtedness
     of such Person  which is  subordinated  both to the  Obligations  under the
     Credit Agreement and all obligations arising under this Guaranty,  on terms
     and conditions  satisfactory to the Agent and the Required Banks;  provided
     that  when used  with  respect  to the  Guarantor,  the term  "Subordinated
     Indebtedness"  shall be  deemed  to  include  (i) all  Indebtedness  of the
     Guarantor evidenced by its 6-1/2% Convertible  Subordinated  Debentures due
     2004 and all  Indebtedness of the Guarantor  evidenced by its 4-1/2/6- 1/4%
     Step-Up Convertible  Subordinated Debentures due 2000, in each case as such
     Debentures (and the respective  indenture  governing the terms thereof) are
     in  effect  on July 15,  1994 and (ii) all  Indebtedness  of the  Guarantor
     evidenced and governed by  documentation  containing  subordination  terms,
     covenants,  mandatory redemption provisions, events of default and remedies
     available  upon the  existence of an event of default no less  favorable to
     the Banks and no more  restrictive  on the Guarantor  and its  Subsidiaries
     than those contained in the documentation evidencing and governing the debt
     issuances  referred  to in  clause  (i)  above;  in each  case as  amended,
     modified and  supplemented  from time to time with the consent of the Agent
     and the Required Banks.

          "Total Consolidated  Capitalization"  shall mean, at any time, the sum
     of Total Consolidated Indebtedness at such time plus Consolidated Net Worth
     at such time.

          "Total  Consolidated  Indebtedness"  shall  mean,  at  any  time,  all
     Indebtedness of the Guarantor and its Subsidiaries at such time, determined
     on a consolidated basis.

     9.  This  Guaranty  is a  continuing  one and all  liabilities  to which it
applies or may apply under the terms  hereof shall be  conclusively  presumed to
have been  created in  reliance  hereon.  No failure or delay on the part of any
Guaranteed  Party in exercising any right,  power or privilege  hereunder and no
course of dealing between the Guarantor,  any Guaranteed  Party or the holder of
any Note  shall  operate  as a waiver  thereof;  nor shall any single or partial
exercise  of any  right,  power or  privilege  hereunder  preclude  any other or

                                                                       EXHIBIT K
                                                                         Page 28

further exercise thereof or the exercise of any other right, power or privilege.
The rights, powers and remedies herein expressly provided are cumulative and not
exclusive of any rights,  powers or remedies which any  Guaranteed  Party or the
holder of any Note would otherwise have. No notice to or demand on the Guarantor
in any case shall entitle the Guarantor to any other further notice or demand in
similar  or other  circumstances  or  constitute  a waiver of the  rights of any
Guaranteed Party or the holder of any Note to any other or further action in any
circumstances without notice or demand.

     10. This Guaranty  shall be binding upon the  Guarantor and its  successors
and assigns and shall inure to the benefit of the  Guaranteed  Parties and their
successors and assigns.

     11. Neither this Guaranty nor any provision hereof may be changed,  waived,
discharged  or  terminated  except as  provided  in Section  12.13 of the Credit
Agreement.

     12. The Guarantor  acknowledges that an executed (or conformed) copy of the
Credit Agreement has been made available to its principal executive officers and
such officers are familiar with the contents thereof.

     13. In addition to any rights now or hereafter granted under applicable law
or  otherwise,  and  not by way of  limitation  of any  such  rights,  upon  the
occurrence  of an Event of  Default  each Bank and  Letter  of Credit  Issuer is
hereby authorized at any time or from time to time, without presentment, demand,
protest,  or other notice of any kind to the  Guarantor or to any other  Person,
any such notice being hereby expressly waived, to set off and to appropriate and
apply any and all deposits  (general or special) and any other  Indebtedness  at
any time held or owing by such Bank or the  Letter of Credit  Issuer  (including
without limitation by branches and agencies of such Bank or the Letter of Credit
Issuer  wherever  located) to or for the credit or the account of the  Guarantor
against and on account of the  obligations  of the Guarantor to such Bank or the
Letter of Credit Issuer under this Guaranty, irrespective of whether or not such
Bank shall have made any demand hereunder and although said obligations,  or any
of them, shall be contingent or unmatured.

                                                                       EXHIBIT K
                                                                         Page 29

     14. All notices  and other  communications  hereunder  shall be made at the
addresses,  in the manner and with the effect  provided in Section  12.03 of the
Credit Agreement,  provided that, for this purpose, the address of the Guarantor
shall be the one specified opposite its signature below.

     15. If claim is ever made upon any  Guaranteed  Party or the  holder of any
Note for  repayment or recovery of any amount or amounts  received in payment or
on account of any of the Guaranteed  Obligations and any of the aforesaid payees
repays all or part of said amount by reason of (a) any judgment, decree or order
of any court or administrative  body having  jurisdiction over such payee or any
of its property or (b) any  settlement or compromise of any such claim  effected
by such payee with any such claimant (including the Guarantor), then and in such
event the Guarantor agrees that any such judgment,  decree, order, settlement or
compromise shall be binding upon it,  notwithstanding  any revocation  hereof or
the cancellation of any Note or other instrument evidencing any liability of the
Guarantor,  and the Guarantor shall be and remain liable to the aforesaid payees
hereunder  for the amount so repaid or  recovered  to the same extent as if such
amount had never originally been received by any such payee.

     16. Any  acknowledgment or new promise,  whether by payment of principal or
interest or  otherwise  and whether by the  Borrower  or others  (including  the
Guarantor),  with respect to any of the  Guaranteed  Obligations  shall,  if the
statute of limitations in favor of the Guarantor against any Guaranteed Party or
the holder of any Note shall have  commenced  to run,  toll the  running of such
statute of limitations,  and if the period of such statute of limitations  shall
have expired, prevent the operation of such statute of limitations.

     17. The financial  statements to be furnished to the Banks pursuant  hereto
shall be made and prepared in  accordance  with  generally  accepted  accounting
principles  in the United States  consistently  applied  throughout  the periods
involved (except as set forth in the notes thereto or as otherwise  disclosed in
writing by the  Guarantor  to the Banks);  provided  that,  except as  otherwise
specifically  provided  herein,  all  computations  determining  compliance with

                                                                       EXHIBIT K
                                                                         Page 30

Section 7 shall utilize  accounting  principles and policies in conformity  with
those used to prepare the historical financial statements delivered to the Banks
pursuant to Section 6(e).

     18. This Guaranty and the rights and obligations of the Guaranteed Parties,
the  holders of the Notes and the  Guarantor  hereunder  shall be  construed  in
accordance  with and  governed  by the law of the State of New  York.  Any legal
action or proceeding  with respect to this Guaranty may be brought in the courts
of the State of New York or of the United  States for the  Southern  District of
New York, and, by execution and delivery of this Agreement, the Guarantor hereby
irrevocably  accepts for itself and in respect of its  property,  generally  and
unconditionally,  the jurisdiction of the aforesaid courts. The Guarantor agrees
that if at any time its principal place of business is not in the City and State
of New York,  it will  irrevocably  designate,  appoint and empower an agent for
purposes of this  Section,  in the City and State of New York,  as its designee,
appointee and agent to receive,  accept and  acknowledge  for and on its behalf,
and in respect of its property,  service of any and all legal process,  summons,
notices and documents  which may be served in any such action or proceeding.  If
for any reason such designee, appointee and agent shall cease to be available to
act as such,  the Guarantor  agrees to designate a new  designee,  appointee and
agent in New York  City on the  terms  and for the  purposes  of this  provision
satisfactory to the Agent.  The Guarantor  further  irrevocably  consents to the
service of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies  thereof by  registered  or certified  mail,
postage  prepaid,  to the  Guarantor  at its  address  set  forth  opposite  its
signature  below,  such service to become  effective 30 days after such mailing.
Nothing herein shall affect the right of any  Guaranteed  Party or the holder of
any Note to serve  process in any other  manner  permitted by law or to commence
legal  proceedings  or  otherwise  proceed  against the  Guarantor  in any other
jurisdiction. The Guarantor hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid  actions or
proceedings  arising out of or in  connection  with the Guaranty  brought in the
courts referred to above and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or  proceeding  brought in
any such court has been brought in an inconvenient forum.

                                                                       EXHIBIT K
                                                                         Page 31

     19.  The  obligation  of the  Guarantor  to make  payment in Dollars of any
Guaranteed Obligations due hereunder shall not be discharged or satisfied by any
tender,  or any  recovery  pursuant to any  judgment,  which is  expressed in or
converted into any currency other than Dollars, except to the extent such tender
or recovery  shall  result in the actual  receipt by the  respective  Guaranteed
Party in the United States of America of the full amount of Dollars expressed to
be payable in respect of any such Guaranteed Obligations.  The obligation of the
Guarantor  to make payment in Dollars as aforesaid  shall be  enforceable  as an
alternative or additional cause of action for the purpose of recovery in Dollars
of the amount, if any, by which such actual receipt shall fall short of the full
amount of Dollars  expressed  to be  payable  in respect of any such  Guaranteed
Obligations,  and shall not be affected by judgment being obtained for any other
sums due under this Guaranty.

     IN WITNESS  WHEREOF,  the Guarantor has caused this Guaranty to be executed
and delivered as of the date first above written.

Address

437 Madison Avenue                           OMNICOM GROUP INC.
New York, New York  10022
Attention:  Mr. Fred J. Meyer
            Chief Financial                  By:
            Officer                              -------------------------
                                                 Title: Treasurer

Accepted and Agreed to:

SWISS BANK CORPORATION,
  New York Branch
  as Agent for the Banks

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

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

                                                                      SCHEDULE I
                                                                    to Exhibit K

               

                                             SUBSIDIARIES OF THE GUARANTOR
                                     {SOMETIMES REFERRED TO AS THE "REGISTRANT"}

PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------- ------- --------- Omnicom Group Inc................................ New York -- -- Omnicom International Inc........................ Delaware Registrant 100% Omnicom Management Inc........................... Delaware Registrant 100% Omnicom Finance Inc.............................. Delaware BBDO Worldwide Inc. 33% DBD Needham Worldwide Inc. 33% Omnicom Management Inc. 34% Altschiller Reitzfeld Inc........................ New York Registrant 100% Goodby, Berlin & Silverstein Holdings Inc........ California Registrant 100% Goodby, Berlin and Silverstein, Inc.............. California Goodby, Berlin & Silverstein Holdings Inc. 100% BBDO Worldwide Inc............................... New York Registrant 100% BBDO Atlanta, Inc................................ Georgia BBDO Worldwide Inc. 100% BBDO Chicago, Inc................................ Delaware BBDO Worldwide Inc. 100% BBDO Detroit, Inc................................ Delaware BBDO Worldwide Inc. 100% BBDO International Inc........................... Delaware Omnicom International Inc. 100% David Ratto/BBDO S.A............................. Argentina BBDO Worldwide Inc. 20% Clemenger BBDO Ltd............................... Australia BBDO Worldwide Inc. 47% Clemenger Perth Pty. Ltd......................... Australia Clemenger BBDO Ltd. 47% Clemenger Pty. Ltd............................... Australia Clemenger BBDO Ltd. 47% HCL Group Pty. Ltd. (Melbourne).................. Australia Clemenger BBDO Ltd. 47% Clemenger Adelaide Pty. Ltd...................... Australia Clemenger BBDO Ltd. 47% HCL Group Pty. Ltd. (Sydney)..................... Australia Clemenger BBDO Ltd. 47% Clemenger Direct Response Pty. Ltd. (Melbourne).. Australia Clemenger BBDO Ltd. 37% HCL Group Pty. Ltd. (Brisbane)................... Australia Clemenger BBDO Ltd. 9% Clemenger Sydney Pty. Ltd........................ Australia Clemenger BBDO Ltd. 47% Port Productions Pty. Ltd........................ Australia Clemenger BBDO Ltd. 35% Clemenger Brisbane Pty. Ltd...................... Australia Clemenger BBDO Ltd. 47% Clemenger Direct Response Pty. Ltd. (Sydney)..... Australia Clemenger BBDO Ltd. 37% Clemenger Tasmania Pty. Ltd...................... Australia Clemenger BBDO Ltd. 47% Clemenger Melbourne Pty. Ltd..................... Australia Clemenger BBDO Ltd. 47% Whybin and Partners Pty. Ltd..................... Australia Clemenger BBDO Ltd. 15% TEAM/BBDO Werbeagentur Ges. m.b.H ............... Austria BBDO Worldwide Inc. 100% TEAM/BBDO Werbeagentur Ges. m.b.H & Co. Kg....... Austria TEAM/BBDO Werbeagentur Ges. m.b.H 87% Sponsoring & Event Marketing S.A................. Belgium BBDO Belgium S.A. 65% Omnimedia S.A.................................... Belgium BBDO Belgium S.A. 44% Media Team S.A................................... Belgium BBDO Belgium S.A. 65% Media Team Planning S.A.......................... Belgium BBDO Belgium S.A. 44% Morael & Partners S.A............................ Belgium BBDO Belgium S.A. 62% VVL/BBDO S.A..................................... Belgium BBDO Belgium S.A. 70% Moors Bronselaer S.A............................. Belgium BBDO Belgium S.A. 83% BBDO Belgium S.A................................. Belgium BBDO Worldwide Inc. 88% Media Team S.A................................... Belgium BBDO Worldwide Inc. 44% N'Lil S.A........................................ Belgium BBDO Belgium S.A. 45% Topolino S.A..................................... Belgium BBDO Belgium S.A. 45% RPV Comunicacoes Ltda............................ Brazil ALMAP/BBDO Comunicacoes Ltda. 70% Almap/BBDO Comunicacoes Ltda..................... Brazil BBDO Publicidade, Ltda. 70% BBDO Publicidade, Ltda........................... Brazil BBDO Worldwide Inc. 100% McKim Communications............................. Canada BBDO Canada Inc. 100% Stringham & Grant Tandy.......................... Canada BBDO Canada Inc. 50% PNMD, Inc........................................ Canada BBDO Canada Inc. 30% BBDO Canada Inc.................................. Canada BBDO Worldwide Inc. 100% BBDO Chile, S.A.................................. Chile BBDO Worldwide Inc. 45% BBDO/CNUAC Advertising Co. Ltd................... China BBDO Asia Pacific Ltd. 51% SCHEDULE I to Exhibit K page 2 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT -------- ------------ ------- ---------- Alberto H. Garnier, S.A.......................... Costa Rica BBDO Worldwide Inc. 20% BBDO D.O.O Zagreb................................ Croatia BBDO Worldwide Inc. 40% Impact/BBDO International Ltd.................... Cyprus BBDO Worldwide Inc. 44% Mark/BBDO, joint stock company................... Czech Republic BBDO Worldwide Inc. 36% Media Direction.................................. Czech Republic BBDO Worldwide Inc. 20% BBDO Denmark A/S................................. Denmark BBDO Holding A/S 49% BBDO Business Communications A/S................. Denmark BBDO Holding A/S 30% J & J Business Communications A/S................ Denmark BBDO Holding A/S 21% BBDO Holding A/S................................. Denmark BBDO Worldwide Inc. 100% SEPIA A/S........................................ Denmark BBDO Denmark A/S 12% The Media Partnership A/S........................ Denmark BBDO Denmark A/S 10% Impact/BBDO...................................... Egypt Impact/BBDO International Ltd. 40% Apex Publicidad, S.A. de C.V..................... El Salvador Garnier/BBDO Inc. S.A. 10% Bookkeeper Investment OY......................... Finland BBDO Worldwide Inc. 86% OY Avant/BBDO Ltd................................ Finland Bookkeeper Investment OY 69% AKT/BBDO Business Communications OY.............. Finland Bookkeeper Investment OY 64% Bookkeeper Financing OY.......................... Finland Bookkeeper Investment OY 86% La Compagnie S.A................................. France BBDO GmbH 100% Nomad S.A........................................ France La Compagnie S.A. 60% The Media Partnership ........................... France La Compagnie S.A. 17% Proximite S.A.................................... France La Compagnie S.A. 70% Directment S.A................................... France La Compagnie S.A. 45% West End S.A..................................... France La Compagnie S.A. 50% Realisation S.A.................................. France La Compagnie S.A. 51% Optimum Media S.A................................ France La Compagnie S.A. 50% Deslegan S.A..................................... France La Compagnie S.A. 40% Reflexions S.A................................... France La Compagnie S.A. 55% CLM/BBDO S.A..................................... France La Compagnie S.A. 100% BBDO GmbH & Partner Kg........................... Germany BBDO GmbH 80% TEAM/BBDO Berlin GmbH............................ Germany BBDO GmbH & Partner Kg 80% Stein Holding GmbH............................... Germany BBDO GmbH & Partner Kg 80% Sponsor Partners GmbH............................ Germany BBDO GmbH & Partner Kg 40% Boebel, Adam/BBDO GmbH........................... Germany BBDO GmbH & Partner Kg 36% Kohtes & Klewes GmbH............................. Germany BBDO GmbH & Partner Kg 35% K & K Kohtes, Klewes Public Relations GmbH....... Germany Kohtes & Klewes GmbH 35% K & K Kohtes, Klewes & Partner Umwelt- kommunikation GmbH ........................... Germany Kohtes & Klewes GmbH 19% Claus Koch Corp. Communications GmbH............. Germany BBDO GmbH & Partner Kg 30% TEAM DIRECT Ges fur Direct Marketing GmbH........ Germany BBDO GmbH & Partner Kg 60% Hiel/BBDO GmbH................................... Germany BBDO GmbH & Partner Kg 32% BBDO Business Communications GmbH................ Germany BBDO GmbH & Partner Kg 64% The Media Partnership............................ Germany BBDO GmbH & Partner Kg 20% BBDO Dusseldorf GmbH............................. Germany BBDO GmbH & Partner Kg 78% Economia Holding GmbH (Hamburg).................. Germany BBDO GmbH & Partner Kg 40% BBDO/TELECOM GmbH................................ Germany BBDO GmbH & Partner Kg 64% Media Direction GmbH............................. Germany BBDO GmbH & Partner Kg 22% HMl Heuser, Mayer, Partner GmbH.................. Germany BBDO GmbH & Partner Kg 32% Hildmann & SchneiDer GmbH....................... Germany BBDO GmbH & Partner Kg 76% M.I.D. GmbH...................................... Germany BBDO GmbH & Partner Kg 40% BBDO Hamburg GmbH................................ Germany BBDO GmbH & Partner Kg 80% BBDO GmbH ....................................... Germany BBDO Worldwide Inc. 100% Fotostudio as der Alster GmbH.................... Germany Economia Holding GmbH (Hamburg) 32% Economia Kg...................................... Germany Economia Holding GmbH (Hamburg) 40% Manfred Baumann GmbH............................. Germany Economia Holding GmbH (Hamburg) 40% Brodersen, Stampe GmbH........................... Germany Economia Holding GmbH (Hamburg) 40% SCHEDULE I to Exhibit K page 3 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- Stein Promotions GmbH............................ Germany Stein Holding GmbH 80% Promotion Dynamics GmbH.......................... Germany Stein Holding GmbH 64% Stein Promotion Management Group GmbH............ Germany Stein Holding GmbH 64% BBDO Group S.A................................... Greece BBDO GmbH 80% BBDO/Athens S.A.................................. Greece BBDO Group S.A. 64% Team/Athens S.A.................................. Greece BBDO Group S.A. 30% Tempo S.A........................................ Greece BBDO Group S.A. 20% BBDO Direct S.A.................................. Greece BBDO Group S.A. 80% The Media Partnership S.A. ...................... Greece BBDO Group S.A. 20% Cinemax S.A...................................... Greece BBDO Group S.A. 59% Global S.A....................................... Greece BBDO Group S.A. 80% Service 800 S.A.................................. Greece BBDO Group S.A. 32% BBDO Business Communications S.A................. Greece BBDO Group S.A. 60% IKON S.A......................................... Greece BBDO Group S.A. 39% Point-Zero S.A................................... Greece BBDO Group S.A. 25% B/P/R Ltd........................................ Greece BBDO Group S.A. 79% Grafis S.A....................................... Greece BBDO Group S.A. 56% Lamda Alpha S.A.................................. Greece BBDO Group S.A. 21% BBDO Guatemala S.A............................... Guatemala Garnier/BBDO Inc. S.A. 30% Zues Publicidad S.A. de C.V...................... Honduras Garnier/BBDO Inc. S.A. 10% BBDO Hong Kong Ltd............................... Hong Kong BBDO Asia Pacific Ltd. 100% BBDO Asia Pacific Ltd............................ Hong Kong BBDO Worldwide Inc. 100% Topreklam/BBDO Int'l Advtg. Agency Ltd........... Hungary BBDO Worldwide Inc. 30% RK Swamy/BBDO Advertising Ltd.................... India BBDO Asia Pacific Ltd. 20% Italia/BBDO S.p.A................................ Italy BBDO Worldwide Inc. 100% The Media Partnership S.p.A...................... Italy Italia/BBDO S.p.A. 25% Strategies SAL................................... Lebanon Impact/BBDO International Ltd. 11% Impact/BBDO...................................... Lebanon Impact/BBDO International Ltd. 44% BBDO (Malaysia) Sdn Bhd.......................... Malaysia BBDO Asia Pacific Ltd. 70% BBDO Mexico, S.A. de C.V......................... Mexico BBDO Worldwide Inc. 100% Perik Landewe & Partners B.V..................... Netherlands BBDO BC B.V. 26% Keja/Donia B.V................................... Netherlands BBDO Nederlands B.V. 50% FHV/BBDO B.V..................................... Netherlands BBDO Nederlands B.V. 50% Bennis B/P/R B.V................................. Netherlands BBDO Nederlands B.V. 50% BBK B.V.......................................... Netherlands BBDO Nederlands B.V. 24% Signum B.V....................................... Netherlands BBDO Nederlands B.V. 50% Bartels/Verdonk Impuls B.V....................... Netherlands BBDO Nederlands B.V. 50% BBDO BC B.V...................................... Netherlands BBDO Nederlands B.V. 50% Heliberg Beheer B.V.............................. Netherlands BBDO Nederlands B.V. 30% BBDO Nederlands B.V.............................. Netherlands BBDO Worldwide Inc. 50% Liberty Films B.V................................ Netherlands FHV/BBDO B.V. 50% Mediacenter B.V.................................. Netherlands FHV/BBDO B.V. 13% Media Direction Netherlands B.V.................. Netherlands FHV/BBDO B.V. 34% The Media Partnership B.V........................ Netherlands FHV/BBDO B.V. 10% Clemenger/BBDO Ltd. (N.Z.)....................... New Zealand Clemenger BBDO Ltd. 47% Colenso Communications Ltd....................... New Zealand Clemenger/BBDO Ltd. (N.Z.) 47% HKM Advertising Ltd. ............................ New Zealand Clemenger/BBDO Ltd. (N.Z.) 47% Marcoa Direct Ltd. (Auckland).................... New Zealand Clemenger/BBDO Ltd. (N.Z.) 33% Bosby Services................................... New Zealand Clemenger/BBDO Ltd. (N.Z.) 47% BBDO Nicaragua S.A............................... Nicaragua Garnier/BBDO Inc. S.A. 25% Jenssen & Borkenhagen A/S........................ Norway BBDO GmbH 42% Schroder Production A/S.......................... Norway Jenssen & Borkenhagen A/S 42% Garnier/BBDO Inc. S.A............................ Panama BBDO Worldwide Inc. 50% Campagnani/BBDO S.A.............................. Panama Garnier/BBDO Inc. S.A. 10% BBDO Peru S.A.................................... Peru BBDO Worldwide Inc. 51% SCHEDULE I to Exhibit K page 4 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- PAC/BBDO Worldwide Inc........................... Philippines BBDO Asia Pacific Ltd. 30% BBDO Warsaw...................................... Poland BBDO Worldwide Inc. 100% The Media Partnership Ltda....................... Portugal BBDO Portugal Agencia de Publicidade, Ltda. 16% Smash Ltda....................................... Portugal BBDO Portugal Agencia de Publicidade, Ltda. 59% BBDO Portugal Agencia de Publicidade, Ltda....... Portugal BBDO Worldwide Inc. 65% Consultores de Relaciones Publicas, Inc.......... Puerto Rico BBDO Puerto Rico Inc. 85% Headline Public Relations & Promotions, Inc...... Puerto Rico BBDO Puerto Rico Inc. 85% BBDO Puerto Rico Inc............................. Puerto Rico BBDO Worldwide Inc. 85% Graffiti/BBDO.................................... Romania BBDO Worldwide Inc. 20% BBDO Marketing................................... Russia BBDO Worldwide Inc. 100% Impact/BBDO...................................... Saudi Arabia Impact/BBDO International Ltd. 44% BBDO Singapore Pte Ltd........................... Singapore BBDO Asia Pacific Ltd. 100% Mark/BBDO Ltd.................................... Slovak Republic Mark/BBDO, Joint Stock Company 17% The Media Partnership S.A........................ Spain BBDO Espana S.A. 23% Tiempo/BBDO S.A.................................. Spain BBDO Espana S.A. 72% Contrapunto S.A.................................. Spain BBDO Espana S.A. 67% Tiempo/BBDO Madrid S.A........................... Spain BBDO Espana S.A. 70% BBDO Espana S.A.................................. Spain BBDO Worldwide Inc. 90% Extension Madrid S.A............................. Spain Tiempo/BBDO Madrid S.A. 70% Media Direction Madrid, S.A...................... Spain Tiempo/BBDO Madrid S.A. 70% Extension S.A. ................................. Spain Tiempo/BBDO S.A. 72% DEC S.A. ........................................ Spain Tiempo/BBDO S.A. 61% Media Direction.................................. Spain Tiempo/BBDO S.A. 72% Ehrenstrahle & Co. A.B........................... Sweden BBDO Worldwide Inc. 74% HLR/BBDO Reklambyra A.B.......................... Sweden BBDO Worldwide Inc. 40% Ehrenstrahle & Co on Stockholm A.B............... Sweden Ehrenstrahle & Co. A.B. 74% HLR/Diversified Agencies A.B..................... Sweden HLR/BBDO Reklambyra A.B. 40% FGH Annonsbyra A.B............................... Sweden HLR/BBDO Reklambyra A.B. 4% HLR/Basic Promotion A.B.......................... Sweden HLR/BBDO Reklambyra A.B. 40% HLR/Broadcast Filmproduction A.B................. Sweden HLR/BBDO Reklambyra A.B. 40% Box Direct Marketing A.B......................... Sweden HLR/BBDO Reklambyra A.B. 13% Gester & Co. A.B................................. Sweden HLR/BBDO Reklambyra A.B. 11% ASGS Editorial A.G............................... Switzerland Aebi/BBDO A.G. 66% Aebi/BBDO A.G.................................... Switzerland BBDO Worldwide Inc. 100% Stentor/BBDO Advertising Ltd..................... Taiwan BBDO Asia Pacific Ltd. 55% MEDIA +.......................................... Turkey Alice Marketing Communication Services 27% FOCUS 4.......................................... Turkey Alice Marketing Communication Services 27% Alice Marketing Communication Services........... Turkey BBDO Worldwide Inc. 30% Impact/BBDO...................................... United Arab Emirates Impact/BBDO International Ltd. 44% Abbott Mead Vickers. BBDO Ltd.................... United Kingdom BBDO Worldwide Inc. 26% Ratto/BBDO y Asociados........................... Uruguay David Ratto/BBDO S.A. 20% BBDO Venezuela................................... Venezuela BBDO Worldwide Inc. 50% DDB Needham Worldwide Inc........................ New York Registrant 100% Doyle Dane Bernbach De Mexico S.A. de C.V........ New York Registrant 100% Milici Valenti Gabriel DDB Needham Inc........... Hawaii Registrant 100% Tracy-Locke Inc.................................. Texas Registrant 100% DDB Needham Chicago Inc.......................... Delaware DDB Needham Worldwide Inc. 100% DDB Needham Worldwide Partners, Inc.............. New York DDB Needham Worldwide Inc. 100% Elgin Syferd/DDB Needham Inc..................... Washington DDB Needham Worldwide Inc. 100% DDB Needham International Inc.................... Delaware Omnicom International Inc. 100% Tracy-Locke Public Relations, Inc................ Texas Tracy-Locke Inc. 100% The Focus Agency Inc............................. Delaware DDB Needham Chicago Inc. 100% Puskar Gibbon Chapin Inc......................... Texas Tracy-Locke Inc. 100% DDB Needham Brisbane Pty. Ltd.................... Australia DDB Needham Melbourne Pty. Ltd. 100% SCHEDULE I to Exhibit K page 5 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- DDB Needham Worldwide Pty. Ltd. (Australia) ..... Australia DDB Needham Worldwide Partners, Inc. 100% Graphique Nominees Pty........................... Australia DDB Needham Worldwide Pty. Ltd. (Australia) 25% K & Z Marketing Group Pty Limited................ Australia DDB Needham Worldwide Pty. Ltd. (Australia) 100% DDB Needham Melbourne Pty. Ltd................... Australia DDB Needham Worldwide Pty. Ltd. (Australia) 100% DDB Needham Adelaide Pty. Ltd.................... Australia DDB Needham Worldwide Pty. Ltd. (Australia) 100% DDB Needham Sydney Pty. Ltd...................... Australia DDB Needham Worldwide Pty. Ltd. (Australia) 100% Nowland Robinson Partners Adv. Pty. Ltd.......... Australia DDB Needham Worldwide Pty. Ltd. (Australia) 70% Doyle Dane Bernbach Pty.......................... Australia Registrant 100% DDB Needham Heye & Partner Werbeagentur GmbH..... Austria DDB Needham Heye & Partner GmbH 53% Acts Werbeveranstaltungen GmbH................... Austria DDB Needham Heye & Partner Werbeagentur GmbH 16% DDB Needham Heye & Partner GmbH.................. Austria DDB Needham Worldwide Partners, Inc. 55% Heye & Partner GmbH 34% DDB Needham Worldwide S.A. ...................... Belgium DDB Needham International Inc. 20% DDB Needham Worldwide Inc. 26% DDB Needham Worldwide Partners, Inc. 20% Registrant 26% DDB Needham Holding S.A.......................... Belgium DDB Needham Worldwide, Inc. 1% DDB Needham Worldwide Partners, Inc. 99% T.M.P. S.A....................................... Belgium DDB Needham Worldwide S.A. 23% Omnimedia S.A.................................... Belgium DDB Needham Worldwide S.A. 46% Optimum Media Team S.A........................... Belgium DDB Needham Worldwide S.A. 46% Marketing Power Rapp & Collins S.A............... Belgium DDB Needham Worldwide S.A. 60% DDB Needham Worldwide Brazil Ltda................ Brazil DDB Needham Worldwide Inc. 50% Olympic DDB Needham Bulgaria..................... Bulgaria Olympic DDB Needham S.A. 51% Omnicom Canada Inc............................... Canada Registrant 100% Beijing DDB Needham Advertising Co. Ltd.......... China DDB Needham Worldwide Ltd. 51% DDB Needham WW Prague............................ Czech Republic DDB Needham Worldwide Partners, Inc. 56% The Media Partnership A/S........................ Denmark DDB Needham Scandinavia A/S 6% DDB Needham Denmark A/S.......................... Denmark DDB Needham Scandinavia A/S 80% DDB Needham Scandinavia A/S...................... Denmark DDB Needham Worldwide Partners, Inc. 100% Brand Sellers DDB Needham Estonia................ Estonia Brand Sellers DDB Needham OY 20% Brand Sellers DDB Needham OY..................... Finland DDB Needham Scandinavia A/S 30% Promotive S.A.................................... France AZ Editions S.A. 51% DDB Lille S.A.................................... France DDB Needham Trade S.A. 51% DDB The Way S.A.................................. France DDB Needham Trade S.A. 80% JCR S.A.......................................... France DDB Needham Trade S.A. 51% Immomedia S.A.................................... France DDB Needham Worldwide Communication S.A. 10% Intertitres S.A................................. France DDB Needham Worldwide Communication S.A. 75% SDMP S.A. 13% Nacre S.A........................................ France DDB Needham Worldwide Communication S.A. 51% Tempo S.A........................................ France DDB Needham Worldwide Communication S.A. 19% DDB En Reseau S.A................................ France DDB Needham Worldwide Communication S.A. 51% DDB Needham GIE S.A.............................. France DDB Needham Worldwide Communication S.A. 100% TMPF S.A......................................... France DDB Needham Worldwide Communication S.A. 14% CRTV S.A......................................... France DDB Needham Worldwide Communication S.A. 17% Optimum Media S.A................................ France DDB Needham Worldwide Communication S.A. 50% Optimum Partenariat S.A.......................... France DDB Needham Worldwide Communication S.A. 66% Productions 32 S.A............................... France DDB Needham Worldwide Communication S.A. 66% SDMP S.A. 17% Directing S.A.................................... France DDB Needham Worldwide Communication S.A. 51% Orchestra S.A.................................... France DDB Needham Worldwide Communication S.A. 65% Eurocorporate S.A................................ France DDB Needham Worldwide Communication S.A. 100% Colin Guittard Nazaret S.A....................... France DDB Needham Worldwide Communication S.A. 19% Maphi S.A........................................ France DDB Needham Worldwide Communication S.A. 100% DDB Needham Worldwide Europe S.A. .............. France DDB Needham Worldwide Communication S.A. 100% SCHEDULE I to Exhibit K page 6 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- MODA S.A......................................... France DDB Needham Worldwide Communication S.A. 83% SDMP S.A......................................... France DDB Needham Worldwide Communication S.A. 51% Intermail Rapp & Collins S.A..................... France DDB Needham Worldwide Communication S.A. 40% Maphi S.A. 60% DDB Needham Trade S.A............................ France DDB Needham Worldwide Communication S.A. 100% Mediametrie S.A.................................. France DDB Needham Worldwide Communication S.A. 2% Force Directe S.A................................ France Maphi S.A. 5% Dites 33 S.A..................................... France Maphi S.A. 34% Intertel S.A..................................... France Maphi S.A. 100% Marketic Conseil S.A............................. France Maphi S.A. 51% Pigment S.A...................................... France Maphi S.A. 76% Providence S.A................................... France Moda S.A. 83% SFV S.A.......................................... France Productions 32 S.A. 79% DDB Needham Worldwide Communication S.A.......... France Registrant 100% DDB Needham Worldwide S.A. ...................... France Registrant 45% DDB Needham Worldwide Communication S.A. 55% Publiteam S.A.................................... France SDMP S.A. 17% AZ Editions S.A.................................. France SDMP S.A. 51% Perre Contact S.A................................ France SFV S.A. 79% Media Direction GmbH............................. Germany Communication Management GmbH Dusseldorf 22% BBDO GmbH & Partner KG 22% Screen GmbH...................................... Germany Communication Management GmbH Dusseldorf 99% Wensauer DDB Needham GmbH (Ludwigsburg).......... Germany Communication Management GmbH Dusseldorf 99% The Media Partnership GmbH....................... Germany Communication Management GmbH Dusseldorf 25% Wensauer DDB Needham Beteiligungsgesellschaft GmbH Germany Communication Management GmbH Dusseldorf 82% Wensauer DDB Needham GmbH........................ Germany Communication Management GmbH Dusseldorf 99% DeHaas & Partner Werbeagentur GmbH............... Germany Communication Management GmbH Dusseldorf 79% Fritsch Heine Rapp & Collins GmbH................ Germany Communication Management GmbH Dusseldorf 85% Global Ad GmbH................................... Germany Communication Management GmbH Dusseldorf 48% Heye & Partner GmbH.............................. Germany DDB Needham Worldwide Partners, Inc. 45% Data Direct Rapp & Collins GmbH.................. Germany Fritsch Heine Rapp & Collins GmbH 85% Heye Management Service GmbH..................... Germany Heye & Partner GmbH 23% Print, Munchen GmbH.............................. Germany Heye & Partner GmbH 45% HDR GmbH Dusseldorf.............................. Germany Heye & Partner GmbH 36% Communication Management GmbH Dusseldorf......... Germany Registrant 99% Camera Uno GmbH (Ludwigsburg).................... Germany Service Company GmbH (Ludwigsburg) 90% Wensauer DDBN Werbeagentur GmbH (Frankfurt)...... Germany Wensauer DDB Needham Beteiligungsgesellschaft GmbH 82% SV Studio Lichts ATZ GmbH........................ Germany Wensauer DDB Needham GmbH 99% Service Company GmbH (Ludwigsburg)............... Germany Wensauer DDB Needham GmbH (Ludwigsburg) 99% Olympic DDB Needham S.A.......................... Greece DDB Needham Holding S.A. 51% Tempo Hellas S.A................................. Greece Olympic DDB Needham S.A. 13% Inno Rapp & Collins S.A.......................... Greece Olympic DDB Needham S.A. 26% The Media Partnership S.A........................ Greece Olympic DDB Needham S.A. 13% Oxygen S.A....................................... Greece Olympic DDB Needham S.A. 46% Brilliant Shine Development Ltd.................. Hong Kong Bentley DDB Needham Public Relations, Ltd. 70% Bentley DDB Needham Public Relations, Ltd........ Hong Kong DDB Needham Asia Pacific Ltd. 70% Product Creation Ltd............................. Hong Kong DDB Needham Asia Pacific Ltd. 51% Lee DDB Needham Public Relations Ltd. (Taiwan)... Hong Kong DDB Needham Asia Pacific Ltd. 25% Delta Group Ltd.................................. Hong Kong DDB Needham Asia Pacific Ltd. 100% Doyle Dane Bernbach Hong Kong Ltd................ Hong Kong DDB Needham Asia Pacific Ltd. 100% Window Creative Ltd.............................. Hong Kong DDB Needham Asia Pacific Ltd. 85% DDB Needham Worldwide Ltd........................ Hong Kong DDB Needham Asia Pacific Ltd. 100% Integrated Marketing Services Ltd................ Hong Kong DDB Needham Asia Pacific Ltd. 70% DDB Needham Asia Pacific Ltd..................... Hong Kong DDB Needham Worldwide Partners, Inc. 100% SCHEDULE I to Exhibit K page 7 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- DDB Needham Advertising Co. (Budapest)........... Hungary DDB Needham Heye & Partner Werbeagentur GmbH 21% DDB Needham Worldwide Partners, Inc. 40% MUDRA Communications Ltd......................... India DDB Needham Worldwide Partners, Inc. 10% Verba DDB Needham S.R.L.......................... Italy Registrant 85% Corporate S.R.L.................................. Italy Verba DDB Needham S.R.L. 85% Verba PSA ....................................... Italy Verba DDB Needham S.R.L. 55% Rapp/Collins Mixer S.R.L......................... Italy Verba DDB Needham S.R.L. 85% Consilium S.R.L.................................. Italy Verba DDB Needham S.R.L. 85% TMP Italy S.R.L.................................. Italy Verba DDB Needham S.R.L. 21% Mix S.R.L........................................ Italy Verba DDB Needham S.R.L. 68% Dai Ichi Kikaku Rapp & Collins Direct Marketing Co., Ltd. Japan DDB Needham Worldwide Inc. 33% DDB Needham Japan Inc............................ Japan DDB Needham Worldwide Inc. 100% DDB Needham DIK Korea............................ Korea DDB Needham Worldwide Partners, Inc. 25% Naga DDB Needham Dik SDN BHD..................... Malaysia DDB Needham Asia Pacific Ltd. 30% DDB Needham Worldwide S.A. de C.V................ Mexico Negocios DDB Needham Worldwide S.A. de C.V. 51% Registrant 49% Negocios DDB Needham Worldwide S.A. de C.V....... Mexico Registrant 100% Capitol Advice B.V............................... Netherlands DDB B.V. 100% Rapp and Collins B.V............................. Netherlands DDB B.V. 100% Bas van Wijk Project House B.V................... Netherlands DDB B.V. 100% DDB Needham Holding B.V.......................... Netherlands DDB Needham Worldwide Partners, Inc. 100% DDB B.V.......................................... Netherlands Registrant 100% The Media Partnership B.V........................ Netherlands DDB B.V. 19% DDB Needham New Zealand Ltd...................... New Zealand DDB Needham Worldwide Ltd. 70% DDB Needham WW Ltd............................... New Zealand DDB Needham Worldwide Pty. Ltd. (Australia) 100% DDB Needham Holding Norway A/S................... Norway DDB Needham Holding B.V. 100% New Deal DDB Needham A/S......................... Norway DDB Needham Holding Norway A/S 56% Big Deal A/S..................................... Norway New Deal DDB Needham A/S 28% Pro Deal A/S..................................... Norway New Deal DDB Needham A/S 56% AMA DDB Needham Worldwide Inc.................... Philippines DDB Needham Asia Pacific Ltd. 30% DDB Needham Worldwide Warszawa................... Poland DDB Needham Worldwide Partners, Inc. 100% The Media Partnership............................ Portugal DDB Needham Worldwide & Guerreiro, Publicidade S.A. 18% DDB Needham Worldwide & Guerreiro, Publicidade S.a Portugal Registrant 70% DDB Needham Worldwide GAF Pte. Ltd............... Singapore Doyle Dane Bernbach Hong Kong Ltd. 85% DDB Needham Worldwide Bratislava................. Slovak Republic DDB Needham Worldwide Partners, Inc. 100% Tandem/DDB Needham Worldwide, S.A................ Spain DDB Needham Worldwide Inc. 7% Registrant 79% Wintel S.A....................................... Spain Rapp & Collins S.A. 77% Tandem/DDB Campmany Guasch, S.A.................. Spain Registrant 2% Tandem/DDB Needham Worldwide S.A. 84% Optimum Media S.A................................ Spain Tandem/DDB Campmany Guasch, S.A. 86% Publiexclusivas S.A.............................. Spain Tandem/DDB Campmany Guasch, S.A. 11% Tandem/DDB Needham Worldwide S.A. 15% BBDO Espana S.A. 27% Tandem Sponsoring S.A............................ Spain Tandem/DDB Needham Worldwide S.A. 86% Instrumens S.A................................... Spain Tandem/DDB Needham Worldwide S.A. 60% Rapp & Collins S.A............................... Spain Tandem/DDB Needham Worldwide S.A. 77% Oedipus S.A...................................... Spain Tandem/DDB Needham Worldwide S.A. 44% A Toda Copia S.A................................. Spain Tandem/DDB Needham Worldwide S.A. 86% The Media Partnership S.A........................ Spain Tandem/DDB Needham Worldwide S.A. 21% Paradiset DDB Needham A.B........................ Sweden Carlsson & Broman DDB Needham Worldwide A.B. 51% Carlsson & Broman DDB Needham Worldwide A.B...... Sweden DDB Needham Worldwide Partners, Inc. 100% DDB Needham Werbeagentur A.G..................... Switzerland DDB Needham Holding A.G. 100% Seiler Zur DDB Needham A.G....................... Switzerland DDB Needham Holding A.G. 30% Quadri & Partner Ag Zur.......................... Switzerland Heye & Partner GmbH 15% SCHEDULE I to Exhibit K page 8 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- DDB Needham Holding A.G.......................... Switzerland Registrant 100% DDB Needham Worldwide Taiwan Ltd................. Taiwan DDB Needham Asia Pacific Ltd. 50% Far East Advertising Co. Ltd..................... Thailand DDB Needham Asia Pacific Ltd. 10% DDB Needham (Thailand) Ltd....................... Thailand DDB Needham Worldwide Partners, Inc. 51% Far East Advertising Co. Ltd. 4% Baxter, Gurian & Mazzei, Inc..................... California Health & Medical Communications, Inc. 100% Rainoldi, Kerzner & Radcliffe, Inc............... California Kallir, Philips, Ross Inc. 100% Alcone Sims O'Brien, Inc......................... California Registrant 100% Doremus & Company................................ Delaware BBDO Worldwide Inc. 100% Gavin Anderson & Company Worldwide Inc........... Delaware Doremus Holdings Corp. 100% Porter Novelli Inc............................... Delaware Doremus & Company 100% HHL Publishing Inc............................... Delaware Headway, Home and Law Publishing Group Ltd. 82% Interbrand Holdings Inc.......................... Delaware Interbrand Group plc. 100% Rapp Collins Worldwide Inc. (DE)................. Delaware Rapp Collins Worldwide Inc. (TX) 100% Doremus Holdings Corp............................ Delaware Registrant 100% Thomas A. Schutz Co., Inc........................ Delaware Registrant 100% Bernard Hodes Advertising Inc.................... Delaware Registrant 100% Merkley Newman Harty, Inc........................ Delaware Registrant 100% Rapp Collins Agency Group Inc.................... Delaware Registrant 100% Frank J. Corbett, Inc............................ Illinois Health & Medical Communications, Inc. 100% Rapp Collins Worldwide Inc. (IL)................. Illinois Rapp Collins Worldwide Inc. (TX) 100% Brodeur & Partners Inc........................... Massachusetts Registrant 100% Health & Medical Communications, Inc............. New York BBDO Worldwide Inc. 100% RC Communications, Inc........................... New York BBDO Worldwide Inc. 98% Gavin Anderson ShareholDer Targeting, Inc........ New York Gavin Anderson & Company Worldwide Inc. 100% Gavin Anderson & Company Inc..................... New York Gavin Anderson & Company Worldwide Inc. 100% Lavey/Wolff/Swift, Inc........................... New York Health & Medical Communications, Inc. 100% Interbrand Corporation........................... New York Interbrand Holdings Inc. 100% Harrison & Star, Inc............................. New York Registrant 100% Health Science Communications Inc................ New York Registrant 100% Harrison Star Wiener & Beitler Public Relations, Inc. New York Registrant 100% The Schechter Group Inc.......................... New York Registrant 100% Kallir, Philips, Ross, Inc....................... New York Registrant 100% TELERx Marketing, Inc............................ Pennsylvania Health & Medical Communications, Inc. 49% Rapp Collins Worldwide Inc. (TX)................. Texas Registrant 100% TP Flower Unit Trust S.A. (Sydney)............... Australia Gavin Anderson & Co. (Australia) Ltd. 100% KPR S.A.......................................... Belgium Kallir, Philips, Ross, Inc. 100% Promotess S.A.................................... Belgium Promotess Holdings S.A. 100% Promotess Holdings S.A........................... Belgium Registrant 100% Gavin Anderson & Co. (Australia) Ltd............. Cayman Islands Gavin Anderson & Company Worldwide Inc. 100% Gavin Anderson & Company (France) S.A............ France Gavin Anderson & Company Worldwide Inc. 100% Product Plus (France) S.A........................ France Product Plus (London) Ltd. 83% AZ Promotion - Moridis........................... France Registrant 40% Hagt, Stock-Schroer & Partner GmbH............... Germany BBDO GmbH 30% Advantage GmbH................................... Germany Doremus & Company 26% Gavin Anderson & Company Worldwide GmbH.......... Germany Gavin Anderson & Company Worldwide Inc. 100% Interbrand GmbH.................................. Germany Interbrand International Holdings BV 100% Gavin Anderson & Company (H.K.) Limited.......... Hong Kong Gavin Anderson & Company Worldwide Inc. 100% Product Plus (Far East) Ltd...................... Hong Kong Product Plus (London) Ltd. 83% Counter Products Marketing (Ireland) Ltd......... Ireland CPM Field Marketing Ltd. 100% Kabushiki Kaisha Interbrand Japan................ Japan Interbrand GmbH 26% Interbrand International Holdings BV 74% Rapp Collins Marcoa Mexico S.A. de C.V........... Mexico Rapp Collins Worldwide Inc. (TX) 100% Interbrand International Holdings BV............. Netherlands Interbrand Group plc. 100% Product Plus Iberica SA.......................... Spain Product Plus (London) Ltd. 83% SCHEDULE I to Exhibit K page 9 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- David Douglass Associates Ltd.................... United Kingdom CPM Field Marketing Ltd. 100% Vandisplay Ltd................................... United Kingdom CPM Field Marketing Ltd. 25% Product Plus (London) Ltd........................ United Kingdom Davidson Pearce Group Ltd. 83% The Rapp Collins Partnership Ltd................. United Kingdom Davidson Pearce Group Ltd. 100% CPM Field Marketing (Operations) Ltd............. United Kingdom Davidson Pearce Group Ltd. 100% Medi Cine International plc...................... United Kingdom Diversified Agency Services Limited 100% Doremus & Co. Ltd................................ United Kingdom Diversified Agency Services Limited 100% Vox Prism International Ltd...................... United Kingdom Diversified Agency Services Limited 100% Omnicom UK Limited............................... United Kingdom Diversified Agency Services Limited 100% Countrywide Communications Group Limited......... United Kingdom Diversified Agency Services Limited 75% BMP Countrywide Limited.......................... United Kingdom Countrywide Communications Group Limited 71% Countrywide Communications (London) Limited...... United Kingdom Countrywide Communications Group Limited 75% Government Policy Consultants Limited............ United Kingdom Countrywide Communications Group Limited 42% Countrywide Communications Limited............... United Kingdom Countrywide Communications Group Limited 75% Countrywide Communications North Limited......... United Kingdom Countrywide Communications Group Limited 75% Countrywide Communications (Scotland) Limited.... United Kingdom Countrywide Communications Group Limited 56% Affinity Consulting Limited...................... United Kingdom Countrywide Communications Group Limited 75% Countrywide Employee Trust Limited............... United Kingdom Countrywide Communications Group Limited 75% VandenBurg Marketing Limited..................... United Kingdom Countrywide Communications Group Limited 75% Lynam Creasy Sponsorship Limited................. United Kingdom Countrywide Communications Group Limited 8% Affinity PIPR Consulting Limited................. United Kingdom Affinity Consulting Limited 25% First City/BBDO Ltd.............................. United Kingdom Diversified Agency Services Limited 60% First City Public Relations Ltd.................. United Kingdom Diversified Agency Services Limited 60% Bernard Hodes Advertising Ltd.................... United Kingdom Diversified Agency Services Limited 81% Omnicom Finance Ltd.............................. United Kingdom Diversified Agency Services Limited 100% Headway, Home and Law Publishing Group Ltd....... United Kingdom Diversified Agency Services Limited 82% Gavin Anderson (UK) Ltd.......................... United Kingdom Diversified Agency Services Limited 75% Clareville HHL Ltd............................... United Kingdom Headway, Home and Law Publishing Group Ltd. 74% Headway, Home and Law Publishing Ltd............. United Kingdom Headway, Home and Law Publishing Group Ltd. 82% Premier Magazines Limited........................ United Kingdom Headway, Home and Law Publishing Group Ltd. 40% Interbrand UK Ltd................................ United Kingdom Interbrand Group plc. 100% Markforce Associates Ltd......................... United Kingdom Interbrand Group plc. 100% Hoare Wilkins Ltd................................ United Kingdom Omnicom UK Limited 86% Colour Solutions Ltd............................. United Kingdom Omnicom UK Limited 100% Interbrand Group plc............................. United Kingdom Omnicom UK Limited 100% Macmillan Davies Consultants Ltd................. United Kingdom Omnicom UK Limited 100% Solutions in Media Ltd........................... United Kingdom Omnicom UK Limited 100% Davidson Pearce Group Ltd........................ United Kingdom Omnicom UK Limited 100% The Anvil Consultancy Ltd........................ United Kingdom Omnicom UK Limited 100% Macmillan Davies Advertising Ltd................. United Kingdom Omnicom UK Limited 100% WWAV Group plc................................... United Kingdom Omnicom UK Limited 100% Granby Marketing Services Ltd.................... United Kingdom Omnicom UK Limited 100% Specialist Publications (UK) Ltd................. United Kingdom Omnicom UK Limited 100% BMP DDB Needham Worldwide Ltd.................... United Kingdom Omnicom UK Limited 97% Paling Ellis/KPR Ltd............................. United Kingdom Omnicom UK Limited 100% CPM Field Marketing Ltd.......................... United Kingdom Omnicom UK Limited 100% Phoenix Travel (Paddington) Ltd.................. United Kingdom Omnicom UK Limited 50% Excel Plus Ltd................................... United Kingdom Product Plus (London) Ltd. 42% Diversified Agency Services Limited.............. United Kingdom Registrant 100% The Computing Group Ltd.......................... United Kingdom WWAV Group plc 86% WWAV (North) Ltd................................. United Kingdom WWAV Group plc 78% HLB Ltd.......................................... United Kingdom WWAV Group plc 100% Watson, Ward, Albert, Vandell Ltd................ United Kingdom WWAV Group plc 100% Hooton Schofield Ltd............................. United Kingdom WWAV Group plc 100% TBWA International Inc. ......................... Delaware TBWA International B.V. 100% SCHEDULE I to Exhibit K page 10 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- Grand Central Partners L.P....................... Missouri TBWA Advertising, Inc. 23% TBWA Switzer Wolfe Advertising Inc. ............. Missouri TBWA Advertising, Inc. 80% TBWA Advertising, Inc. .......................... New York TBWA International Inc. 100% TBWA/GBD Holdings, Inc........................... New York TBWA Advertising, Inc. 100% Beisler & Associates, Inc........................ New York TBWA Advertising, Inc. 100% TBWA CU Holdings, Inc............................ New York TBWA Advertising, Inc. 100% Lois Geller Direct, Inc.......................... New York TBWA Advertising, Inc. 100% GBB Advertising Co............................... New York TBWA/GBD Holdings, Inc. 51% Castle Underwood Advertising Co.................. New York TBWA CU Holdings, Inc. 70% TBWA S.A. (Brussels)............................. Belgium TBWA International B.V. 100% Illuco S.A. (Brussels)........................... Belgium TBWA S.A. (Brussels) 100% TBWA Reklamebureau A/S........................... Denmark TBWA International B.V. 9% TBWA de Plas S.A. (Paris)........................ France TBWA International B.V. 100% Offensive Media S.A.............................. France TBWA de Plas S.A. (Paris) 100% TBWA (Deutschland) Holding GmbH (Frankfurt)...... Germany TBWA International B.V. 100% TBWA Direct Werbeagentur GmbH ................... Germany TBWA (Deutschland) Holding GmbH (Frankfurt) 100% Eurospace Media GmbH............................. Germany TBWA (Deutschland) Holding GmbH (Frankfurt) 100% Mandel Und Wermier Agentur Fur Marketing Und Werbung GmbH.............................. Germany TBWA (Deutschland) Holding GmbH (Frankfurt) 25% TBWA Werbeagentur GmbH........................... Germany TBWA (Deutschland) Holding GmbH (Frankfurt) 100% AM-C Werbeagentur GmbH........................... Germany TBWA (Deutschland) Holding GmbH (Frankfurt) 100% TBWA Dusseldorf GmbH............................. Germany TBWA Werbeagentur GmbH 100% Graf Bertel Buczek GmbH.......................... Germany GBB Advertising Co. 51% TBWA Italia SpA (Milan).......................... Italy TBWA International B.V. 100% Group Services S.R.L............................. Italy TBWA Italia SpA (Milan) 100% Eurospace S.R.L.................................. Italy TBWA Italia SpA (Milan) 49% Ma.Ma.Fin S.R.L.................................. Italy TBWA Italia SpA (Milan) 100% Nadler & Larimer (Milan)......................... Italy Ma.Ma.Fin S.R.L. 60% TBWA Italia SpA (Milan) 40% TBWA International B.V........................... Netherlands Registrant 100% TBWA NETH-work B.V............................... Netherlands TBWA International B.V. 50% TISSA Holding B.V................................ Netherlands TBWA International B.V. 100% TBWA Groep B.V................................... Netherlands TISSA Holding BV 100% TBWA Reklame & Marketing B.V..................... Netherlands TBWA Groep BV 100% Multicom Direkt Marketing & Advertising B.V...... Netherlands TBWA Groep BV 100% Hunt Lascaris TBWA Holdings (Pty) Ltd............ South Africa TBWA International B.V. 20% TBWA Espana S.A.................................. Spain TBWA International B.V. 80% Ervaco/TBWA...................................... Sweden TBWA International B.V. 9% TBWA International A.G........................... Switzerland TBWA International B.V. 100% TBWA A.G. (Zurich)............................... Switzerland TBWA International A.G. 100% Floral Street Holdings Ltd....................... United Kingdom TBWA International B.V. 100% TBWA Holmes Knight Ritchie Ltd................... United Kingdom Floral Street Holdings Ltd. 100% TISSA Ltd........................................ United Kingdom Floral Street Holdings Ltd. 100% FSC Group Ltd.................................... United Kingdom TBWA Holmes Knight Ritchie Ltd. 92% Boxtech Ltd...................................... United Kingdom TBWA Holmes Knight Ritchie Ltd. 75% Rose Video Ltd................................... United Kingdom TBWA Holmes Knight Ritchie Ltd. 100%
SCHEDULE II Existing Indebtedness of Domestic Subsidiaries Outstanding Subsidiary Borrower Lender as of 3/31/94 - ------------------- ------ ------------- 1) BBDO Atlanta Inc. Centel 16,254 2) Rapp Collins Xerox 22,269 Marcoa Inc. 3) RC Communications Inc. Shima Seiki 50,000 4) Brodeur & Partners Northeast, Eaton, 99,570 Vector. -------- $188,093 ======== SCHEDULE III 1. Indebtedness outstanding under the Credit Agreement. 2. Indebtedness evidenced by the Guarantor's 6-1/2% Convertible Subordinated Debentures due 2004. 3. Indebtedness evidenced by the Guarantor's 4-1/2/6-1/4% Step-Up Convertible Subordinated Debentures due 2000. 4. Indebtedness having a maturity of one year or less incurred by the Borrower under committed or uncommitted lines of credit with one or more commercial banks. AMENDED AND RESTATED DEPOSITARY AGREEMENT Dated as of August 2, 1988 Amended and Restated as of July 15, 1994 Morgan Guaranty Trust Company of New York 60 Wall Street (36/60W) New York, New York 10260-0060 Attention: Commercial Paper Client Services Re: Omnicom Finance Inc. Commercial Paper Notes --------------------------- Ladies and Gentlemen: This will confirm the arrangements made with you by the undersigned, Omnicom Finance Inc. (the "Company"), whereby you have agreed to act as depositary for safekeeping of certain notes of the Company which may be sold in the U.S. commercial paper market and which specifically refer to, and are entitled to the benefits of, the Letter of Credit referred to below (the "Commercial Paper Notes"), as Issuing and Paying Agent on behalf of the Company in connection with the issuance and payment of Commercial Paper Notes, and as fiduciary to undertake certain fiduciary obligations as described below on behalf of holders of Commercial Paper Notes. This Depositary Agreement (sometimes hereinafter referred to as "this Agreement") will amend and restate the Depositary Agreement dated as of August 2, 1988, between the parties hereto. The Commercial Paper Notes to be issued, if any, will be issued on the terms and subject to the conditions set forth herein pursuant to that certain Credit Agreement dated as of June 30, 1988, as amended and restated as of January 1, 1993 and as further amended and restated as of July 15, 1994 ( as further amended, modified or supplemented from time to time, the "Credit Agreement") among the Company, the banks named therein, and Swiss Bank Corporation, in its capacity as issuer of the hereinafter described Letter of Credit (in such capacity, the "Letter of Credit Issuer"), and as Agent (in such capacity, the "Agent"), and will be entitled to the benefits of an irrevocable letter of credit issued by the Letter of Credit Issuer to you, in trust for the holders of Commercial Paper Notes sold by the Company, pursuant to the Credit Agreement. Any letter of credit so issued by the Letter of Credit Issuer at the time outstanding is herein sometimes called the "Letter of Credit". A fully executed counterpart of the Credit Agreement has been delivered to you herewith, and reference is made to the provisions thereof for the terms upon which Commercial Paper Notes may be issued and sold by the Company. At the time specified in the Credit Agreement, the Letter of Credit initially issued by the Letter of Credit Issuer under the Credit Agreement shall be delivered to you. In your capacity as Depositary, Issuing and Paying Agent and fiduciary, you shall have no liability to the Company for the performance of any of the terms of the Credit Agreement. This Agreement will govern your rights, powers and duties as such Depositary, Issuing and Paying Agent and fiduciary with respect to the Commercial Paper Notes issued pursuant to this Agreement. Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to such terms in the Credit Agreement. When used herein, the term "Business Day" means a day on which the office specified in the Commercial Paper Notes for payment (your "Paying Office") is open for business, and on which the Letter of Credit Issuer and the Agent are each open for the purpose of conducting its commercial banking business. 1. Establishment of Accounts. Contemporaneously with the execution and delivery by the Company of this Agreement, and for the purposes of this Agreement and the Credit Agreement, you shall establish an account, No. 272- 12-332, at your aforesaid office (said account being referred to herein and in the Credit Agreement as the "Commercial Paper Account"). All proceeds of the sale of Commercial Paper Notes issued by you as Issuing Agent hereunder shall be deposited by you in the Commercial Paper Account. The Company shall have no legal, equitable or beneficial interest in the Commercial Paper Account or the L/C Account referred to below. Contemporaneously with the execution and delivery of this Agreement and for the purposes of this Agreement, you shall establish an account, No. 272-12-343 (the "L/C Account") at your aforesaid office from which payments to you of amounts drawn under the Letter of Credit shall be made. Only funds consisting of the general funds of the Letter of Credit Issuer and representing drawings under the Letter of Credit shall be deposited in the L/C Account. It is hereby agreed that the Company shall have no right, title or interest in the L/C Account. You are hereby instructed upon each Business Day on which Commercial Paper Notes are scheduled to mature, to deliver, as soon as practicable after the opening of business (and in any event not later than 10:00 A.M. New York time), a drawing certificate to the Letter of Credit Issuer in respect of all Commercial Paper Notes scheduled to mature on such day. You are hereby instructed upon the presentation to you for payment of any Commercial Paper Note, to the extent that such Commercial Paper Note is still then entitled to the benefits of the Letter of Credit by the terms of such Commercial Paper Note, to make such payment by debiting the L/C Account in the amount of such payment. You shall debit the L/C Account to make such payment, the Letter of Credit Issuer hereby agreeing to fund the L/C Account on the Business Day on which you have delivered a drawing certificate pursuant to, and in accordance with, the terms of the Letter of Credit. Upon the first Business Day upon which a Commercial Paper Note with respect to which a Drawing was made under the Letter of Credit is no longer entitled to the benefits of the Letter of Credit, the Depositary shall, if such Commercial Paper Note was not presented to the Depositary for payment while entitled to the benefits of the Letter of Credit, pay the amount deposited by the Letter of Credit Issuer in the L/C Account in respect of such Commercial Paper Note to the Letter of Credit Issuer in accordance with Section 3.03(d) of the Credit Agreement. 2. Notes Delivered for Safekeeping. From time to time during the term of this Agreement the Company may deliver to your Commercial Paper Issuance Department Commercial Paper Notes in substantially the form of Exhibit G to the Credit Agreement, which shall be consecutively numbered and bear such other identification as the Company may deem appropriate and shall be manually signed, on behalf of the Company by any one of the special authorized officers of the Company (and notwithstanding whether such person shall thereafter cease to hold such office), or signed in facsimile in such manner as is acceptable to you, but shall otherwise be uncompleted. Each Commercial Paper Note, or group of Commercial Paper Notes at one time, delivered to you shall be accompanied by a letter from the Company identifying the Commercial Paper Notes transmitted therewith, and you shall acknowledge receipt of such Commercial Paper Note or Notes on the copy of such letter or some other form of written receipt deemed appropriate by you at the time of delivery to you of such Commercial Paper Note or Notes. Pending the issuance of Commercial Paper Notes as provided in Section 3 hereof, all Commercial Paper Notes delivered to you shall be held by you for the account of the Company for safekeeping. With the delivery of this Agreement, the Company is furnishing to you, and from time to time thereafter may furnish to you, a certificate (hereinafter called an "Incumbency Certificate") signed by a Secretary or Assistant Secretary of the Company, certifying the incumbency and specimen signatures of officers of the Company authorized to execute Commercial Paper Notes on behalf of the Company and also identifying and certifying the incumbency and specimen signatures of other officers and of agents (such other officers and agents being hereinafter called "Company Agents") of the Company authorized to act, and to give instructions and notices, on behalf of the Company hereunder. Until you receive a subsequent Incumbency Certificate, or unless your Corporate Trust Department shall have actual knowledge of the lack of authority of any individual, you shall be entitled to rely on the last such Incumbency Certificate delivered to you for purposes of determining the authorized signers of Commercial Paper Notes and authorized Company Agents. For purposes of this Agreement, any Managing Director, Executive Director, Director or Associate Director of the Agent or the Letter of Credit Issuer (hereinafter called a "Bank Officer"), shall be authorized to act, and to give instructions and notices, on behalf of the Agent or the Letter of Credit Issuer, as the case may be, hereunder, and you shall be entitled to rely on any writing, paper or notice purporting to be signed, sent or given by any such holder unless your Corporate Trust Department shall have actual knowledge that a particular writing, paper or notice was not signed, sent or given by such a holder. Upon your receipt of this Agreement, and from time to time thereafter as you choose, you shall deliver to the Company a certificate (hereinafter called a "Certificate of Designation") of an officer of your bank, certifying the incumbency and specimen signatures of persons in your Corporate TrustDepartment or your Commercial Paper Issuance Department who are authorized to authenticate Commercial Paper Notes. Until the Company shall receive a subsequent Certificate of Designation, and unless the Company shall have actual knowledge of the lack of authority of any individual, the Company may rely on the last such Certificate of Designation delivered to it. 3. Issuance of Commercial Paper Notes. (a) All Commercial Paper Note issuance instructions shall be given to you as Depositary by a Company Agent by means of the electronic timesharing facility known as the Morgan Paper Issue system (the "MPI System"); provided, that such instructions may be given by telephone, by facsimile transmission, or in writing if the MPI System is inoperative. All such instructions given by telephone shall be given by a Company Agent and shall be promptly confirmed in writing or by telex or telecopy. It is understood that all telephonic instructions will be electronically voice- recorded by you, and the Company and the Letter of Credit Issuer hereby consent to such recording. All issuance instructions given to you by telephone shall be immediately repeated back to the party giving such instructions to confirm that such instructions were correctly understood. In the event that a discrepancy exists between the telephone instructions and the written confirmation, the telephone instructions as recorded by you will be deemed to be the controlling and proper instructions. You shall incur no liability in acting hereunder upon telephone or other instructions contemplated hereby which the recipient thereof believed in good faith to have been given by a Company Agent or a Bank Officer. Upon receipt of such instructions (which instructions shall specify whether such Commercial Paper Notes are to be Tranche B Commercial Paper (each, a "Tranche B Commercial Paper Note" and collectively "Tranche B Commercial Paper Notes"), it being understood and agreed that if such instructions do not so specify that such Commercial Paper Notes are to be Tranche B Commercial Paper Notes, then the Commercial Paper Notes issued pursuant to such instructions shall be deemed for all purposes to be Tranche A Commercial Paper (each, a "Tranche A Commercial Paper Note" and collectively "Tranche A Commercial Paper Notes")), you shall withdraw the necessary Commercial Paper Notes from safekeeping and, in accordance with the instructions so received, take the following action with respect to each such Commercial Paper Note: (i) complete each Commercial Paper Note as to its note number, face amount (which face amount shall be at least $100,000.00 or an integral multiple of $1,000.00 in excess of $100,000.00), payee or "Bearer", date of issue, maturity date (which shall be a Business Day not later than the earliest of (A) the 270th day next succeeding the issue date thereof or (B) the 16th day next preceding the stated expiration date of the Letter of Credit), place of payment and; (ii) countersign each such Commercial Paper Note in the space provided thereon; (iii) deliver each such Commercial Paper Note to the purchaser, or to the consignee, if any, designated by the purchaser for the account of the purchaser, against payment as provided in Section 4 hereof; (iv) send a copy of each such Commercial Paper Note to the Company on or promptly following the date of issuance thereof; and (v) designate in your records each such Commercial Paper Note as either a Tranche A Commercial Paper Note or a Tranche B Commercial Paper Note in accordance with the Company's instructions referred to above; provided, however, that (1) no Tranche A Commercial Paper Note shall be issued by you if the face amount of all Tranche A Commercial Paper Notes (after giving effect to all payments of maturing Tranche A Commercial Paper Notes then being made, to the use of the proceeds of any Commercial Paper Notes then being issued and to any payments made pursuant to Section 3.02(d) of the Credit Agreement and the fourth paragraph of this Section 3(a)), would exceed an amount equal to (x) the Total Tranche A Loan Commitment less (y) the outstanding principal amount of Tranche A Loans and Unpaid Drawings in respect of Tranche A Commercial Paper; and (2) no Tranche B Commercial Paper Note shall be issued by you if the face amount of all Tranche B Commercial Paper Notes (after giving effect to all payments of maturing Tranche B Commercial Paper Notes then being made, to the use of the proceeds of any Commercial Paper Notes then being issued and to any payments made pursuant to Section 3.02(d) of the Credit Agreement and the fourth paragraph of this Section 3(a)), would exceed an amount equal to (x) the Total Tranche B Loan Commitment less (y) the outstanding principal amount of Tranche B Loans and Unpaid Drawings in respect of Tranche B Commercial Paper. The Agent shall prior to the initial issuance of Commercial Paper Notes hereunder inform you in writing of the amount of the Total Tranche A Loan Commitment, the Total Tranche B Loan Commitment, the outstanding principal amount of Tranche A Loans and Tranche B Loans, and the Unpaid Drawings in respect of Tranche A Commercial Paper and Tranche B Commercial Paper. The Agent shall also promptly inform you in writing of any change in the Total Tranche A Loan Commitment, the Total Tranche B Loan Commitment, the outstanding principal amount of Tranche A Loans and Tranche B Loans, and the Unpaid Drawings in respect of Tranche A Commercial Paper and Tranche B Commercial Paper. You shall be entitled to, and you shall, rely on the most recent such information received by you from the Agent. Notwithstanding anything to the contrary contained in this Depositary Agreement or any other Credit Agreement, all commercial paper issued under the Existing Credit Agreement prior to the Restatement Effective Date and outstanding on the Restatement Effective Date shall constitute Commercial Paper Notes hereunder, with an amount equal to 88% of each such outstanding Commercial Paper Note being deemed for all purposes to be a Tranche A Commercial Paper Note and an amount equal to 12% of each such outstanding Commercial Paper Note being deemed for all purposes to be a Tranche B Commercial Paper Note. Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, but without limiting any of the Company's obligations pursuant to any other Section of this Agreement or any other Credit Document, on any day on which both (i) Commercial Paper Notes mature (such Commercial Paper Notes, "Maturing Commercial Paper") and (ii) new Commercial Paper Notes will be issued (such Commercial Paper, "New Commercial Paper"), the Company will pay to the Letter of Credit Issuer an amount equal to (x) the face amount of such Maturing Commercial Paper less (y) the proceeds from the sale of such New Commercial Paper (net of the discount applicable thereto and all fees to be paid from such proceeds to the dealer or dealers in respect thereof) expected to be deposited on such date in the Commercial Paper Account in accordance with Section 3.03(c) of the Credit Agreement and Section 1 of this Agreement, such payment to be made prior to the issuance of such New Commercial Paper and to be specifically designated for the purpose of reimbursing, in part,the Letter of Credit Issuer for the Unpaid Drawing that will result on such date as a result of the Drawing the proceeds of which will be deposited into the L/C Account for the purpose of paying such Maturing Commercial Paper. Pursuant to the terms of the Credit Agreement, the Company may deliver to you a notice requesting termination of the Letter of Credit on a date to be specified in such notice (the "Letter of Credit Termination Date"). The Letter of Credit Termination Date may occur only on a date on which there are no Commercial Paper Notes outstanding. No Commercial Paper Notes shall be issued by you on or after the receipt of notice of the Letter of Credit Termination Date. Promptly after the Letter of Credit Termination Date, you shall return the Letter of Credit to the Letter of Credit Issuer and unissued Commercial Paper Notes to the Company. Instructions given via the MPI System shall be entered as prescribed in the user documentation provided by you and all instructions, whether via the MPI System, by telephone or in writing, must be entered into the MPI System or received by you, as the case may be, not later than 1:00 P.M. New York City time for same-day delivery. It is understood that the MPI System timesharing services which are utilized by the Company and you in the issuance of Commercial Paper Notes are furnished to you by the Business Information Services, a division of Ceridian Corporation ("BIS"). BIS has granted permission to you to allow your clients to use such timesharing services and, in consideration of such permission, it is understood and agreed that such services will be supplied to the Company "as is", without warranty, by BIS or you. The Company hereby waives any claims it may have against BIS or you arising out of the use of such timesharing services. A copy of all instructions with respect to the issuance of Commercial Paper Notes given to you by a Company Agent pursuant to this Section 3 shall be given by the Company to the Letter of Credit Issuer and the Agent promptly after such instructions are given to you and, subject to the directions set forth in the proviso to the fifth preceding paragraph, you shall be completely protected in relying on such instructions unless you receive in a timely manner contrary instructions in accordance with paragraph (b) of this Section 3. (b) No Commercial Paper Notes shall be issued by you unless you shall have received, in your judgment, complete instructions from a Company Agent as to the matters specified above in paragraph (a) of this Section 3. Any instructions given to you by any Company Agent to issue and deliver Commercial Paper Notes hereunder shall constitute a representation and warranty on the part of the Company that the issuance of such Commercial Paper Notes will not violate or contravene any applicable law, rule, regulation, order or contractual agreement binding upon the Company (including, without limitation, any securities law or law pertaining to investment companies or any order of any court, governmental agency or regulatory authority) and will be in conformity with the terms of the Credit Agreement. Notwithstanding any instructions received by you from a Company Agent, you shall not issue Commercial Paper Notes pursuant to such instructions if a Vice President, Assistant Vice President or Assistant Secretary of your Corporate Trust Department shall receive, prior to the time of delivery of the relevant Commercial Paper Notes to the purchaser, instructions from the Agent or the Letter of Credit Issuer not to issue Commercial Paper Notes because the issuance of Commercial Paper Notes is prohibited by the Credit Agreement or the conditions precedent set forth in any of the applicable provisions of Section 6 of the Credit Agreement are not then satisfied, which instructions may be specific with respect to a particular issue of Commercial Paper Notes or may be general and applicable to all Commercial Paper Notes issued after receipt of such instructions until revoked or superseded by further instructions from the Agent. Any telephonic instructions given to you by a Bank Officer shall be confirmed in writing within twenty-four hours of the time received by you (according to your written records), and you shall incur no liability for acting in accordance with any such telephonic instructions reasonably believed by you in good faith to have been given by an authorized individual. Any Commercial Paper issued in accordance with the terms of this Depositary Agreement and the Credit Agreement prior to the earliest of (x) the Expiry Date; (y) the time of receipt by the Depositary of the request from the Letter of Credit Issuer to surrender the Letter of Credit pursuant to Section 3.01(f) of the Credit Agreement; or (z) the time of receipt by the Depositary of the notice from the Borrower of the Letter of Credit Termination Date, shall be supported by the Letter of Credit. 4. Delivery of Commercial Paper Notes. No Commercial Paper Note shall be delivered by you to any purchaser except pursuant to a sale confirmed prior to 1:00 p.m. against payment therefor. A Commercial Paper Note shall be deemed delivered against payment for purposes of this Section 4 if the net sale price of such Commercial Paper Note is received by you in immediately available funds at or before the time of your delivery of such Commercial Paper Note to the purchaser, or if, at the time you deliver such Commercial Paper Note to the purchaser, you receive its receipt for the delivery in customary form. If delivery is made against receipt for payment as aforesaid, the Company shall bear the risk that the purchaser fails either to (i) remit the proceeds of sale therefore as aforesaid, or (ii) return such Commercial Paper Notes to you. Each delivery of Commercial Paper Notes shall be subject to the rules of the New York Clearing House in effect at the time of such delivery. Proceeds from the sale of Commercial Paper Notes shall be deposited by you in the Commercial Paper Account. The Company has authorized the Depositary pursuant to Section 3.03(c) of the Credit Agreement to make withdrawals from the Commercial Paper Account for the purposes specified in said Section and the Company hereby confirms to you such authorization. Any amount remaining in the Commercial Paper Account (excluding any amount equal to matured but unpaid Commercial Paper Notes) at the close of any Business Day shall be paid to the Letter of Credit Issuer pursuant to Section 3.03(c) of the Credit Agreement. If on any Business Day on which Commercial Paper Notes are issued or mature the MPI System should be inoperative, at the close of such Business Day you shall prepare a written statement showing the aggregate face amount of all Commercial Paper Notes outstanding at the close of such Business Day, which statement shall include the Commercial Paper Note number, face amount, payee if other than Bearer and date of issue and maturity date of each Commercial Paper Note issued on such date. Each such statement shall be sent to the Company and the Letter of Credit Issuer. In all other cases, the Company and the Letter of Credit Issuer will have access to such information via the MPI System and you shall not be obligated to provide the aforementioned daily statements. 5. Payment of Commercial Paper Notes at Maturity; Drawings Under Letter of Credit. (a) Each matured Commercial Paper Note presented to you for payment prior to your close of business on any day that the Paying Office is open for business shall be paid the same day in accordance with the provisions of this Section 5. Any Commercial Paper Note presented to you for payment after your close of business on the Expiry Date or after your close of business on the 15th day after its stated maturity date (or, if such 15th day shall not be a Business Day, on the next Business Day following such date) shall not be entitled to the benefits of the Letter of Credit. (b) Any funds received by you as a result of your making demand for payment under the Letter of Credit shall be deposited in the L/C Account and shall not be deposited by you in the Commercial Paper Account or any other account maintained by or for the account of the Company. (c) All Commercial Paper Notes paid from funds received by you as a result of your making a demand for payment under the Letter of Credit shall be marked paid by you and shall be transmitted by you to the Company by first-class mail promptly following payment in full of such Commercial Paper Notes unless you shall have received notice to the contrary from the Letter of Credit Issuer prior to your transmittal of said Commercial Paper Notes. (d) It is understood and agreed that in actions taken by you as beneficiary of the Letter of Credit issued to you as fiduciary for the holders of the Commercial Paper Notes you shall not be acting as an agent for the Agent or the Letter of Credit Issuer but in a fiduciary capacity on behalf of the holders of the Commercial Paper Notes. 6. Substitute Letters of Credit. Section 3.01 of the Credit Agreement contains provisions describing circumstances in which the Letter of Credit Issuer is required, or has the right, to issue a substitute letter of credit in substitution for or replacement of the theretofore outstanding Letter of Credit and/or in which you shall be required to surrender an outstanding Letter of Credit to the Letter of Credit Issuer, and reference is made to said Section in the Credit Agreement for such provisions. You hereby agree to be bound by such provisions, and the Company and the Letter of Credit Issuer hereby agree that you shall be entitled to the benefit of such provisions and may enforce any provision requiring the issuance by the Letter of Credit Issuer of a substitute Letter of Credit to the same extent as the Company. 7. Inspection of Documents by Noteholders. You shall keep a fully executed, or conformed, copy of the Credit Agreement and this Agreement (together with all amendments, modifications, supplements, waivers and consents made or given with respect thereto), as well as a specimen copy of the Letter of Credit, on file at the office of your Corporate Trust Department. You shall permit reasonable inspection to be made of such documents by the holder of any Commercial Paper Note or by any officer, employee or agent of such holder, provided that the person purporting to be such holder establishes to your satisfaction that he is in fact such holder of such Commercial Paper Note and, in cases where inspection is sought to be made by a person purporting to be an officer, employee or agent of such holder, that such person submits evidence satisfactory to you of his authority to make such inspection on behalf of the holder of such Commercial Paper Note. The Company shall promptly advise you of any amendment, modification, waiver or consent made or given with respect to the Credit Agreement, and, promptly after the effectiveness thereof, shall furnish you with a fully executed or conformed copy of such amendment, modification, waiver or consent. 8. Indemnity. (a) The Company agrees to indemnify you, and hold you harmless, from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including, without limitation, interest and reasonable attorneys' fees) resulting from the exercise of your rights and/or the performance of your duties hereunder, including the exercise of your rights and/or the performance of your duties as fiduciary under the Letter of Credit; provided, however, that the Company shall not be liable to indemnify or hold you harmless with respect to any loss, liability, action, suit, judgment, demand, damage, cost or expense resulting from or attributable to your negligence or wilful misconduct or that of your officers, employees or agents. The foregoing indemnity includes, but is not limited to, any action taken or omitted to be taken by you upon telephonic instructions (authorized herein) received by you from, or believed by you in good faith to have been given by, the proper person or persons. (b) Neither you nor any of your officers, employees or agents shall be liable to the Company for any action taken or omitted to be taken by you or them hereunder or in connection with the Letter of Credit except for your negligence or wilful misconduct or that of your officers, employees or agents. 9. Representations and Warranties. In addition to any other representations and warranties on the part of the Company contained herein, the Company hereby represents and warrants to you that its entry into this Agreement, and your appointment by the Company as Depositary, Issuing and Paying Agent and fiduciary, have been duly authorized by all necessary corporate action on the part of the Company and will not violate, breach or contravene any law, rule, regulation, order, contract or agreement binding upon the Company. 10. Resignation or Removal of Depositary. (a) Subject to the further provisions of this Section 10, you may resign at any time as Depositary, Issuing and Paying Agent and fiduciary hereunder by your delivery to the Company, the Letter of Credit Issuer and the Agent of written notice of resignation. You may be removed by the Company as such Depositary, Issuing and Paying Agent and fiduciary at any time, with or without cause, by written notice of removal delivered to you, the Letter of Credit Issuer and the Agent. Upon any such resignation or removal the Company may, without other formality than appointment and designation in writing, appoint a successor Depositary, Issuing and Paying Agent and fiduciary hereunder approved by the Letter of Credit Issuer and the Agent. (b) Upon acceptance by a qualified successor Depositary, Issuing and Paying Agent and fiduciary of its appointment hereunder, you shall deliver to such successor all Commercial Paper Notes then held by you hereunder for the Company's account for safekeeping, against receipt by such successor, and shall transmit to such successor for deposit in an account established by such successor, all funds, if any, then on deposit in the L/C Account in excess of that amount which is equal to the face amount of all outstanding Commercial Paper Notes theretofore issued by you hereunder. (c) No Commercial Paper Notes shall be delivered to you by the Company for safekeeping or issuance hereunder at or at any time following the time of transmission to you of its written notice of removal or the time of the Company's receipt of your written notice of resignation, nor shall any Commercial Paper Notes be issued or delivered to any purchaser by you after transmission by you of your written notice of resignation or the time of your receipt of the Company's written notice of removal. (d) Anything herein to the contrary notwithstanding, you shall not be discharged from your duties or obligations hereunder with respect to Commercial Paper Notes theretofore issued and still outstanding following your resignation or removal until: (i) a successor Depositary, Issuing and Paying Agent and fiduciary has been appointed by the Company with the approval of the Letter of Credit Issuer and the Agent and has accepted its appointment hereunder; (ii) a new L/C Account has been established at such successor's offices for purposes of this Agreement; (iii) all Commercial Paper Notes then held by you hereunder for the Company's account for safekeeping have been delivered to such successor; (iv) all funds maintained in the L/C Account, in excess of that amount necessary to pay outstanding Commercial Paper Notes in full, as aforesaid, have been remitted to such successor for deposit in such new L/C Account; (v) the Letter of Credit has been assigned and transferred or a new Letter of Credit has been issued by the Letter of Credit Issuer to such successor as fiduciary for the holders of Commercial Paper Notes issued by such successor after issuance or transfer of such Letter of Credit; (vi) such successor has executed and delivered such agreements and instruments as the Company and/or the Letter of Credit Issuer and/or the Agent may have requested in connection with such successor's appointment as Depositary, Issuing and Paying Agent and fiduciary hereunder; and (vii) all outstanding Commercial Paper Notes entitled, at the time of issuance thereof, to the benefits of the Letter of Credit under which you are fiduciary have been paid in full or moneys for the payment therefor shall have been returned to the Letter of Credit Issuer pursuant to Section 1 hereof. (e) You shall assign and transfer the Letter of Credit to the successor Depositary, Issuing and Paying Agent and fiduciary hereunder pursuant to the provisions of the Letter of Credit. If there is issued a substitute Letter of Credit by the Letter of Credit Issuer in favor of the successor Depositary, Issuing and Paying Agent and fiduciary hereunder and payment in full of all outstanding Commercial Paper Notes entitled to the benefits of the Letter of Credit under which you are fiduciary, you shall promptly surrender such Letter of Credit to the Letter of Credit Issuer. (f) Any successor Depositary, Issuing and Paying Agent and fiduciary hereunder shall provide the Company, the Letter of Credit Issuer and the Agent with its address, and telephone, telex and telecopier numbers, to be used for purposes of Section 13 hereof in a notice complying with the terms of said Section. (g) Any successor Depositary, Issuing and Paying Agent and fiduciary to be qualified hereunder must at all times be a domestic bank or trust company having its principal office in New York City, New York, be a member of the Federal Reserve System and be authorized to accept deposits and offer checking account facilities. 11. Term and Termination. (a) The term of this Agreement shall extend from the date hereof and shall end on the earlier of: (i) the date of expiration of the Letter of Credit issued by the Letter of Credit Issuer under the Credit Agreement; or (ii) the date of termination specified in the Company's termination notice given pursuant to paragraph (b) of this Section 11. Any Commercial Paper Notes outstanding on the date of any termination of this Agreement pursuant to paragraph (b) of this Section 11 shall nevertheless remain valid obligations of the Company and shall be entitled to the benefits of the provisions of the Letter of Credit, and the provisions of this Agreement shall continue to be applicable with respect to the payment of such Commercial Paper Notes to the same extent as if this Agreement had not terminated. (b) The Company may terminate this Agreement, and the authority granted to you herein, at any time upon not less than ten Business Days' prior written notice given contemporaneously to you, the Agent and the Letter of Credit Issuer specifying the termination date hereof. Promptly following your receipt of such notice, you shall redeliver to the Company all Commercial Paper Notes then held by you hereunder for the Company's account for safekeeping, against receipt by the Company, and shall return to the Letter of Credit Issuer, all funds, if any, then on deposit in, or otherwise to the credit of, the L/C Account in excess of that amount which is equal to the face amount of all outstanding Commercial Paper Notes theretofore issued by you hereunder. (c) No Commercial Paper Notes shall be delivered to you by the Company for safekeeping or issuance hereunder at any time following the time of transmission to you of such notice of termination, nor shall any Commercial Paper Notes be issued or delivered to any purchaser by you after your receipt of such notice of termination. Anything herein or in the Credit Agreement to the contrary notwithstanding, the Letter of Credit Issuer shall not be required to issue any Letter of Credit after the date of its receipt of such notice of termination except as required by the terms of the Credit Agreement to cover Commercial Paper Notes theretofore properly issued by you hereunder. 12. Amendments and Modifications. No amendment, modification, termination or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by all of the parties (including the consenting party) hereto. No such amendment, modification, termination or waiver shall adversely affect the rights of the holder or holders of any Commercial Paper Note outstanding at the time of such amendment, modification, termination or waiver unless consented to in writing by such holder or holders. Notwithstanding anything to the contrary contained in this Depositary Agreement or the Credit Agreement, no material amendment or modification of any provision of this Agreement shall be effective until the Borrower and/or the Agent shall have notified Moody's and S&P in writing of such amendment or modification. 13. Notices. All notices required to be given hereunder shall be deemed given when given in the manner provided for in the Credit Agreement, addressed as specified below (or addressed to such other address as may be designated from time to time by a Person listed below to the others as its address for such purpose): If to the Depositary: (i) For the Receipt of MORGAN GUARANTY TRUST COMPANY Blank Notes and OF NEW YORK Issuance Instructions 23 Wall Street (18/15B) New York, NY 10260-0023 Attention: Commercial Paper Issuance Unit Tel. No. (212) 235-1782 Facsimile: (212) 235-4983 or (212) 235-2663 Telex RCA 232194 Answerback 232194 MGT UR (ii) Redemption MORGAN GUARANTY TRUST COMPANY OF NEW YORK 23 Wall Street (18/15B) New York, NY 10260-0023 Attention: Commercial Paper Redemption Unit Tel. No. (212) 235-1804 Facsimile: (212) 235-4983 or (212) 235-2663 Telex RCA 232194 Answerback 232194 MGT UR (iii) Auditing MORGAN GUARANTY TRUST COMPANY OF NEW YORK 23 Wall Street (2/15B) New York, NY 10260-0023 Attention: Commercial Paper Auditor Tel. No. (212) 235-2517 Telex RCA 232194 Answerback 232194 MGT UR (iv) For All Other MORGAN GUARANTY TRUST COMPANY Purposes OF NEW YORK 60 Wall Street (36/60W) New York, NY 10260-0060 Attention: Commercial Paper Client Services Tel. No. (212) 648-3241 Facsimile: (212) 648-5103 Telex RCA 232194 Answerback 232194 MGT UR If to the Company: OMNICOM FINANCE INC. 437 Madison Avenue New York, New York 10022 Attention: Treasurer Tel. No. (212) 415-3725 Telecopier No. (212) 415-3530 If to the Letter of SWISS BANK CORPORATION, Credit Issuer: New York Branch 10 East 50th Street New York, New York 10022 Attention: Documentary Department Tel. No. (212) 574-4624 Telex No. RCA 232432 Telecopier No. (212) 574-4657 If to the Agent: SWISS BANK CORPORATION, New York Branch 222 Broadway New York, New York 10038 Attention: Client Services Tel. No. (212) 574-3146 Telex No. RCA 232432 Telecopier No. (212) 574-4180 14. Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No party hereto may assign any of its rights or obligations hereunder except with the prior written consent of all parties hereto. 15. Service Fee. The fee for your services hereunder shall be as mutually agreed upon between the Company and you and shall be payable by the Company. Neither the Letter of Credit Issuer nor the Agent shall have any responsibility or liability for the payment of any such fee. 16. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of said State. 17. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same Agreement. 18. Headings. Section headings used in this Agreement are for convenience only and shall not affect the construction of this Agreement. 19. Fiduciary Duties. It is understood that you are acting as fiduciary only to the extent that you are (i) maintaining the L/C Account, (ii) holding the Letter of Credit for, and have the right to draw under the Letter of Credit on behalf of, the holders from time to time of the Notes and (iii) applying the proceeds of payment under the Letter of Credit for the benefit of said holders. 20. Right to Rely. You may consult with counsel of your choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by you in accordance with the advice of such counsel. Further, you may rely and shall be protected in acting upon any request, certificate, opinion of counsel, statement, instrument, report, notice or other paper or document reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties in connection with this Agreement. If the foregoing is acceptable to you, please indicate your agreement therewith by signing this or a duplicate counterpart of this Agreement in the space provided below, and returning this or such duplicate signed counterpart to the Company, whereupon this letter will become a binding agreement among us. By its signature hereto, the consenting Person indicates its concurrence with and agreement to be bound by the provisions of this Agreement to the extent applicable to such party. OMNICOM FINANCE INC. By /s/ Denis Streiff ------------------------ Denis Streiff Title: Assistant Treasurer AGREED: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Depositary, Issuing and Paying Agent and Fiduciary By /s/ John Train ---------------------------- John Train Title: Vice President CONSENTED AND AGREED TO: SWISS BANK CORPORATION New York Branch, as Letter of Credit Issuer By /s/ Jane A. Majeski ---------------------------- Jane A. Majeski Title: Director Merchant Banking By /s/ Sean M. Harrigan ---------------------------- Sean M. Harrigan Title: Executive Director Merchant Banking SWISS BANK CORPORATION 10 East 50th Street New York, New York as of July 15, 1994 AMENDED AND RESTATED PARTICIPATION AGREEMENT To Each of the Banks listed on Annex A hereto (each a "Participant" and collectively, the "Participants"): We and you, in our individual capacities, are each party to a Credit Agreement (as modified, supplemented or amended from time to time, the "Credit Agreement") dated as of June 30, 1988, amended and restated as of January 1, 1993, and further amended and restated as of July 15, 1994 among Omnicom Finance Inc. (the "Company"), each of the banks named therein (the "Banks"), and Swiss Bank Corporation, as Agent, and as Letter of Credit Issuer, pursuant to which we agree, in our capacity as Letter of Credit Issuer, to issue, subject to the fulfillment of certain conditions precedent, a Letter of Credit, for the account of the Company in support of the obligations of the Company as more fully set forth in the Credit Agreement in a Stated Amount (all capitalized terms defined in the Credit Agreement and not defined herein are used herein as so defined) equal to the Total Commitment. This Participation Agreement will confirm the arrangement between us whereby we agree to grant, and you agree to acquire, a participation in the Letter of Credit issued by us pursuant to the Credit Agreement and in certain Drawings made thereunder ("your participation"), which participation shall be based upon whether Drawings (and any Unpaid Drawings resulting therefrom) under the Letter of Credit are made in respect of Tranche A Commercial Paper or Tranche B Commercial Paper, with each of you participating in Drawings and Unpaid Drawings in respect of Tranche A Commercial Paper in the percentage (if any) set forth opposite your name on Annex A hereto under the heading "Tranche A Participation Percentage" and each of you participating in Drawings and Unpaid Drawings in respect of Tranche B Commercial Paper in the percentage (if any) set forth opposite your name on Annex A hereto under the heading "Tranche B Participation Percentage", in each case on the following terms and conditions: (1) Promptly upon the occurrence of any Unpaid Drawing in respect of any Tranche in which you are participating (including the failure by the Company to reimburse us in full for any Drawing in respect of such Tranche) under the Letter of Credit, we shall advise you thereof and you shall promptly pay to us the amount of your participation in such Unpaid Drawing by transferring the same to us, in Dollars and immediately available funds, at 10 East 50th Street, New York, New York 10022 (Attention: Syndications Department). To the extent you are unable to effect such transfer on the date of such advice, you agree to pay interest to us on such amount until such transfer is effected at the overnight Federal Funds rate for the next succeeding Business Day and thereafter at the Base Rate plus 2% per annum. (2) Provided you shall have made all payments to us required by this Participation Agreement, we shall transfer to you at your address and to the attention specified in Schedule II to the Credit Agreement your proportionate share of all payments received by us in respect of Unpaid Drawings of any Tranche in which you are participating, whether received from the Company, from the Guarantor pursuant to the Guaranty or otherwise, in each case as to which your participation hereunder is entitled, all as and, to the extent possible, when we receive them and in the same funds in which such amounts are received. (3) If (i) we shall pay any amount to you pursuant to this Participation Agreement in the belief or expectation that a related payment has been or will be received or collected from the Company and (ii) such related payment is not received or collected by us, then you will promptly on demand by us return such amount to us, together with interest thereon, at such rate as we shall determine to be customary between banks for correction of errors. If we determine at any time that any amount received or collected by us in respect of or pursuant to the Credit Agreement or the Guaranty, must be returned to the Company or the Guarantor or paid to any other person or entity pursuant to any insolvency law or otherwise, then, notwithstanding any other provision of this Participation Agreement, we shall not be required to distribute any portion thereof to you, and you will promptly on demand by us repay to us any portion thereof that we shall have theretofore distributed to you, together with interest thereon at such rate, if any, as we shall pay to the Company, the Guarantor or other such Person or entity with respect thereto. (4) You hereby acknowledge that certain rights have been granted to you as a Participant pursuant to the terms of the Credit Agreement, and you hereby agree to perform and be bound by the terms of the Credit Agreement to the extent applicable to you by reason of your participation acquired hereunder. (5) It is understood that we will exercise and give the same degree of care and attention to the administration of the Letter of Credit as we give to our other letters of credit and similar obligations, and that our sole liability to you shall be to distribute promptly, as and when received by us, as stated in Paragraph 2 hereof, your proportionate share of any payment of Unpaid Drawings in respect of a Tranche in which you are participating which we may receive, and beyond this, except as expressly provided herein, no other responsibility is assumed. It is further understood that: (i) we may use our sole discretion with respect to exercising or refraining from exercising any right to taking or refraining from taking any actions which may be vested in us or which we may be entitled to take or assert under the Credit Documents; and (ii) we shall not, absent gross negligence or willful misconduct, be under any liability to you with respect to anything which we may do or refrain from doing in the exercise of our best judgment or which may seem to us to be necessary or desirable. Without in any way limiting the foregoing, we may rely upon the advice of counsel concerning legal matters and upon any written communication or any telephone conversation which we believe to be genuine and correct or to have been signed, sent or made by the proper person and shall not be required to make any inquiry concerning the performance by the Company or any other obligor of any of its obligations and liabilities under or in respect of the Credit Documents. We shall have no obligations to make any claim, or assert any lien upon any property held by us or assert any offset thereagainst. We may accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of banking or trust business with the Company or any other Person obligated under the Credit Documents or in respect of any document referred to therein and receive payment in such loans or extensions of credit and otherwise act with respect thereto freely and without accountability in the same manner as if this Participation Agreement and the transactions contemplated thereby were not in effect. (6) You acknowledge that in addition to your participation in the Letter of Credit issued by us and in Drawings and Unpaid Drawings thereunder in respect of each Tranche of Commercial Paper, the other Participants are participating therein in various percentages of each Tranche, which percentages when added to the percentage (if any) which we are retaining for ourselves aggregate 100% of each Tranche. You agree that you shall have no right of action or claim whatsoever against us as a result of our exercising or refraining from exercising any right or taking or refraining from taking any actions which may be vested in us or which we may be entitled to take or assert under the Credit Documents with respect to the Letter of Credit, other than rights of action or claims resulting solely from our gross negligence or willful misconduct. (7) We make no representation and shall have no responsibility with respect to: (i) the genuineness, legality, validity, binding effect or enforceability of any of the Credit Documents; (ii) the truthfulness and accuracy of any of the representations contained in the Credit Documents; (iii) the filing, recording or taking (other than as expressly required by the Credit Documents) of any action with respect to any of the Credit Documents; (iv) the collectibility of any Unpaid Drawing; and/or (v) the financial condition of the Company, the Guarantor or of any other Person. (8) Subject to the following sentence, you may grant or sell participations in your participation hereunder. To the extent you so grant a participation to another Person, (x) such Person shall not be a "Participant" within the meaning of the Credit Agreement; (y) unless expressly agreed to in writing by us, you shall not be relieved of your obligations hereunder by reason of such disposition or grant and we shall incur no liability or responsibility to such subparticipant; and (z) after any such grant of participation by any of you, the exercise of your rights and remedies hereunder, under the Credit Agreement, the Guaranty and your Note shall not be subject to the consent of the respective purchaser of a participation, other than any such exercise which would (a) increase the amount of your Commitment, (b) reduce the principal of, or interest on, your Note, or any fees or other amounts payable hereunder or under the Credit Agreement or the Guaranty, or (c) postpone any date fixed for any payment of principal of, or interest on, your Note, or any fees or other amounts payable hereunder or under the Credit Agreement or the Guaranty. Promptly following any such participation granted or sold by you, you shall notify the Company thereof. You represent, and in granting this participation to you it is specifically understood and agreed, that you are acquiring your participation in the Letter of Credit and in Drawings made thereunder for your own account in the ordinary course of your business and not with a view to or for sale in connection with, any distribution thereof. (9) To the extent that we are not reimbursed by the Company under the Credit Agreement you will reimburse us on demand, in proportion to your various percentages used in determining the Required Banks under and as defined in the Credit Agreement for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including, without limitation, attorneys' fees and expenses) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against us, in any way relating to or arising out of the Letter of Credit or any action taken or omitted by either of us under any of the Credit Documents with respect thereto; provided, however, that you shall not be liable to us for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from our gross negligence or willful misconduct. Your obligations under this Paragraph 9 shall survive the termination of the Credit Documents and this Participation Agreement and the payment of all Unpaid Drawings. (10) We shall have no duties or responsibilities to you except as expressly set forth herein. We shall not have by reason hereof a fiduciary relationship with respect to you, and nothing herein, express or implied, is intended to or shall be so construed as to impose upon us any obligations in respect of the Credit Documents, except as expressly set forth therein or herein, or in respect of the Letter of Credit. You agree to be bound by all our determinations (including, without limitations, those made in respect of conflicting instructions received in respect of the Credit Documents) made in connection therewith so long as such determinations are made in the absence of gross negligence or willful misconduct. Independently and without reliance upon us, you, to the extent you deem it appropriate, have made and shall continue to make your own independent investigation and appraisal of the financial condition and affairs of the Company and the Guarantor in connection with their respective obligations under the Credit Documents; and except as expressly provided herein, we shall not have any duty or responsibility, either initially or on a continuing basis, to provide you with any credit or other information with respect to the Credit Documents, whether coming into our possession prior to the date hereof or at any time or times thereafter. (11) Except as otherwise expressly provided herein, all notices, requests, demands and other communications hereunder shall be given in the manner provided in the Credit Agreement. (12) This Participation Agreement may not be changed orally, but only by a writing signed by the party against whom enforcement of such change is sought. (13) This Participation Agreement and our respective rights and obligations shall be construed in accordance with and governed by the laws of the State of New York. (14) You agree that if you should receive any amount (whether by setoff or otherwise) in respect of your participation other than pursuant to Section 2.10 of the Credit Agreement or from us pursuant to Paragraph 2 hereof, you will remit all of same to us to the extent required by Section 12.06 of the Credit Agreement, and we will further distribute to you and all other Participants the amounts required pursuant to Paragraph 2 hereof, and your participation shall be adjusted to reflect such remittance. We acknowledge that your agreement to share amounts pursuant to this Paragraph 14 is given on the understanding that there is a mutual obligation on our part to share such amounts. (15) This Participation Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. A complete set of counterparts shall be lodged with us and each of you. If the foregoing correctly sets forth the arrangement between us, please indicate your confirmation thereof and your acceptance of the participation hereby offered by signing and returning to us the enclosed copy of this Participation Agreement. Very truly yours, SWISS BANK CORPORATION, acting through its New York Branch By /s/ Sean M. Harrigan ----------------------------- Sean M. Harrigan Title: Executive Director Merchant Banking By /s/ Jane A. Majeski ----------------------------- Jane A. Majeski Title: Director Merchant Banking Confirmed and accepted as of the date first above written. THE CHASE MANHATTAN BANK, N.A. By /s/ Bruce Langenkamp ----------------------------- Bruce Langenkamp Title: Vice President THE NORTHERN TRUST COMPANY By /s/ James C. McCall ----------------------------- James C. McCall Title: Second Vice President SOCIETE GENERALE By /s/ William A. Sinsigalli ----------------------------- William A. Sinsigalli Title: Vice President and Manager ABN AMRO BANK N.V. (successor by merger to Algemene Bank Nederland N.V.), New York Branch By /s/ Laura G. Fazio ----------------------------- Laura G. Fazio Title: Vice President By /s/ Janet T. Marple ----------------------------- Janet T. Marple Title: Corporate Banking Officer CITIBANK, N.A. By /s/ Eric Huttner ----------------------------- Eric Huttner Title: Vice President DRESDNER BANK AG, New York and Grand Cayman Branches By /s/ D. Slusarczyk ----------------------------- D. Slusarczyk Title: Vice President By /s/ Ernest Fung ----------------------------- Ernest Fung Title: Vice President MARINE MIDLAND BANK By /s/ Gregory J. Arek ----------------------------- Gregory J. Arek Title: Vice President CHEMICAL BANK By /s/ Thomas J. Cox ----------------------------- Thomas J. Cox Title: Vice President CONTINENTAL BANK By /s/ Ruth E. Gross ----------------------------- Ruth E. Gross Title: Vice President THE FUJI BANK, LIMITED NEW YORK BRANCH By /s/ Yoshihiko Shiotsugu ----------------------------- Yoshihiko Shiotsugu Title: Vice President & Manager MELLON BANK, N.A. By /s/ Diane P. Durnin ----------------------------- Diane P. Durnin Title: Vice President UNION BANK OF SWITZERLAND By /s/ Daniel H. Perron ----------------------------- Daniel H. Perron Title: Vice President By /s/ Daniel R. Strickford ----------------------------- Daniel R. Strickford Title: Assistant Treasurer WACHOVIA BANK OF GEORGIA, N.A. By /s/ Samuel P. Moss ----------------------------- Samuel P. Moss Title: Senior Vice President WESTPAC BANKING CORPORATION By /s/ Christopher Noble ----------------------------- Christopher Noble Title: Senior Vice President and Manager By ----------------------------- Title: Agreed: OMNICOM FINANCE INC. By /s/ Dennis E. Hewitt ----------------------------- Dennis E. Hewitt Title: Treasurer ANNEX A PARTICIPATION PERCENTAGES TRANCHE A TRANCHE B PARTICIPATION PARTICIPATION NAME OF BANK PERCENTAGE PERCENTAGE - ------------ ------------- ------------- THE CHASE MANHATTAN BANK, N.A. 0% 100% THE NORTHERN TRUST COMPANY 13.63638% 0% SOCIETE GENERALE 13.63638% 0% ABN AMRO BANK N.V. 6.81818% 0% CITIBANK, N.A. 6.81818% 0% DRESDNER BANK AG 6.81818% 0% MARINE MIDLAND BANK, N.A. 6.81818% 0% CHEMICAL BANK 4.54545% 0% CONTINENTAL BANK 4.54545% 0% THE FUJI BANK, LIMITED 4.54545% 0% MELLON BANK, N.A. 4.54545% 0% UNION BANK OF SWITZERLAND 4.54545% 0% WESTPAC BANKING CORPORATION 4.54545% 0% WACHOVIA BANK OF GEORGIA, N.A. 4.54545% 0% --------- ---- TOTAL: 86.36363% 100% ========= ==== SECOND AMENDED AND RESTATED GUARANTY GUARANTY, dated as of June 30, 1988, as amended and restated as of January 1, 1993, and as further amended and restated as of July 15, 1994, made by OMNICOM GROUP INC., a corporation organized and existing under the laws of New York (the "Guarantor"). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as hereinafter defined), if not otherwise defined herein, shall be used herein as so defined. W I T N E S S E T H : WHEREAS, Omnicom Finance Inc. (the "Borrower"), various financial institutions (the "Banks") and Swiss Bank Corporation, as Agent (the "Agent") and as Letter of Credit Issuer (the "Letter of Credit Issuer") (the Banks, the Letter of Credit Issuer and the Agent being hereinafter collectively referred to as the "Guaranteed Parties") have entered into a Credit Agreement, dated as of June 30, 1988, amended and restated as of January 1, 1993 and further amended and restated as of July 15, 1994 (as modified, supplemented or amended from time to time, the ("Credit Agreement"), providing for the making of Loans and the issuance of a Letter of Credit as contemplated therein; WHEREAS, the Borrower is an indirect wholly-owned Subsidiary of the Guarantor; WHEREAS, the Guarantor and the Agent are parties to a Guaranty dated as of June 30, 1988 and amended and restated as of January 1, 1993 (as amended and in effect on the date hereof, the "Existing Guaranty"); WHEREAS, it is a condition precedent to the effectiveness of the amendment and restatement of the Credit Agreement referred to above that the Existing Guaranty be amended and restated in the form hereof; WHEREAS, it is a condition to the making of Loans and the issuance of the Letter of Credit under the Credit Agreement that the Guarantor shall have amended and restated the Existing Guaranty by executing and delivering this Guaranty; and WHEREAS, the Guarantor will obtain benefits as a result of the Loans made to, and the Letter of Credit issued for the account of, the Borrower under the Credit Agreement and, accordingly, desires to execute and deliver this Guaranty in order to satisfy the conditions described in the two immediately preceding paragraphs; NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to the Guarantor, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby makes the following representations and warranties to the Guaranteed Parties and hereby covenants and agrees with the Guaranteed Parties as follows: 1. The Guarantor irrevocably and unconditionally guarantees the full and prompt payment when due (whether by acceleration or otherwise) of the principal of and interest on any Note issued under the Credit Agreement and of all other obligations and liabilities (including, without limitation, indemnities, fees and interest thereon) of the Borrower now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement or the Depositary Agreement (including without limitation all Unpaid Drawings, but excluding all obligations of the Borrower in respect of Commercial Paper) and the due performance and compliance with the terms of the Credit Agreement, the Notes and the Depositary Agreement by the Borrower (all such principal, interest, obligations and liabilities, collectively, the "Guaranteed Obligations"). All payments by the Guarantor under this Guaranty, to the extent owing to the Banks, the Letter of Credit Issuer or the Agent, shall be made on the same basis as payments by the Borrower under Sections 5.03 and 5.04 of the Credit Agreement. 2. The Guarantor hereby waives notice of acceptance of this Guaranty and notice of any liability to which it may apply, and waives presentment, demand of payment, protest, notice of dishonor or nonpayment of any such liability, suit or taking of other action by any Guaranteed Party against, and any other notice to, any party liable thereon (including such Guarantor or any other guarantor). 3. Any Guaranteed Party may at any time and from time to time without the consent of, or notice to the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Guaranteed Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (c) exercise or refrain from exercising any rights against the Borrower or others or otherwise act or refrain from acting; (d) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower to creditors of the Borrower other than the Guaranteed Parties and the Guarantor; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrower to the Guaranteed Parties regardless of what liability or liabilities of the Borrower remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, any of the Credit Documents, or otherwise amend, modify or supplement any of the Credit Documents or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Borrower to recover full indemnity for any payments made pursuant to this Guaranty. 4. The obligations of the Guarantor under this Guaranty are absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any action or inaction by any Guaranteed Party as contemplated in Section 3 of this Guaranty; or (b) any invalidity, irregularity or unenforceability of all or part of the Guaranteed Obligations or of any security therefor. This Guaranty is a primary obligation of the Guarantor, and is a guaranty of payment, not merely collection. 5. (a) The Guarantor hereby waives all rights of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code, or otherwise) to the claims of the Guaranteed Parties against the Borrower or any other guarantor of the Guaranteed Obligations (collectively, the "Other Parties") and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from any Other Party which it may at any time otherwise have as a result of this Guaranty. The Guarantor hereby further waives any right to enforce any other remedy which the Guaranteed Parties now have or may hereafter have against any Other Party, any endorser or any other guarantor of all or any part of the indebtedness of the Borrower and any benefit of, and any right to participate in, any security or collateral given to or for the benefit of the Guaranteed Parties to secure payment of the indebtedness of the Borrower. The Guarantor also waives all claims (as such term is defined in the Bankruptcy Code) it may at any time otherwise have against any Other Party arising from any transaction whatsoever, including without limitation its right to assert or enforce any such claims. (b) Notwithstanding the provisions of the preceding clause (a), the Guarantor shall have and be entitled to (i) all rights of subrogation otherwise provided by law in respect of any payment it may make or be obligated to make under this Guaranty and (ii) all claims (as defined in the Bankruptcy Code) it would have against any Other Party in the absence of the preceding clause (a), and to assert and enforce same, in each case on and after, but at no time prior to, the earlier of (I) the date (the "Subrogation Trigger Date") which is one year and five days after the date on which all indebtedness of the Borrower owing to any of the Guaranteed Parties has been paid in full if and only if (x) no Default or Event of Default of the type described in Section 10.05 of the Credit Agreement with respect to the respective Other Party has existed at any time on and after the date of this Guaranty to and including the Subrogation Trigger Date and (y) the existence of the Guarantor's rights under this clause (b) would not make the Guarantor a creditor (as defined in the Bankruptcy Code) of the respective Other Party in any insolvency, bankruptcy, reorganization or similar proceeding commenced on or prior to the Subrogation Trigger Date or (II) the effective date of any amendment to Title 11 of the United States Code or of any decision of the United States Supreme Court that in the reasonable opinion of the Agent provides, in effect, that the status of the Guarantor as an insider creditor of the Borrower will not cause transfers of an interest of the Borrower in property (including payments or grants of security interests by the Borrower) to any Guaranteed Party to be subject to avoidance as a preference for a longer period of time than if the Guaranteed Obligations of the Borrower had not been guaranteed or otherwise secured by the Guarantor or its assets. 6. In order to induce the Banks to make the Loans and participate in the Letter of Credit and the Letter of Credit Issuer to issue the Letter of Credit, the Guarantor makes the following representations, warranties and agreements: (a) Each of the Guarantor and its Subsidiaries (i) is a duly organized and validly existing corporation in good standing under the laws of the jurisdiction of its incorporation, (ii) has the power and authority to own its property and assets and to transact the business in which it is engaged and (iii) is duly qualified as a foreign corporation and in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not have a material adverse effect on the business, operations, property, assets, condition (financial or otherwise) or prospects of the Guarantor or of the Guarantor and its Subsidiaries taken as a whole. (b) The Guarantor has the corporate power to execute, deliver and perform the terms and provisions of this Guaranty and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Guaranty. The Guarantor has duly executed and delivered this Guaranty, and this Guaranty constitutes its legal, valid and binding obligation enforceable in accordance with its terms except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law). (c) Neither the execution, delivery or performance by the Guarantor of this Guaranty, nor compliance by it with the terms and provisions hereof, (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Guarantor or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement, loan agreement or any other agreement, contract or instrument to which the Guarantor or any of its Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject or (iii) will violate any provision of the Certificate of Incorporation or By-Laws of the Guarantor or any of its Subsidiaries. (d) No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made prior to the Restatement Effective Date), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of this Guaranty or (ii) the legality, validity, binding effect or enforceability of this Guaranty. (e) The consolidated statements of financial condition of the Guarantor and its Consolidated Subsidiaries at December 31, 1993 and March 31, 1994, and the related consolidated statements of income and retained earnings and cash flow of the Guarantor and its Consolidated Subsidiaries for the fiscal year or three-month period, as the case may be, ended on such date and heretofore furnished to the Banks present fairly the consolidated financial condition of the Guarantor and its Consolidated Subsidiaries at the date of such statements of financial condition and the consolidated results of the operations of the Guarantor and its Consolidated Subsidiaries for such fiscal year or three-month period, as the case may be. All such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied except for, with respect to the financial statements for the three-month period ended on March 31, 1994, normal year-end adjustments. Since December 31, 1993, there has been no material adverse change in the business, operations, property, assets, condition (financial or otherwise) or prospects of the Guarantor or of the Guarantor and its Subsidiaries taken as a whole. (f) Except as fully reflected in the financial statements delivered pursuant to the preceding clause (e), there were as of the Restatement Effective Date no liabilities or obligations with respect to the Guarantor or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, would be materially adverse to the Guarantor or to the Guarantor and its Subsidiaries taken as a whole. (g) There are no actions, suits or proceedings pending or, to the best knowledge of the Guarantor, threatened (i) with respect to any Credit Document or (ii) that are reasonably likely to materially and adversely affect the business, operations, property, assets, condition (financial or otherwise) or prospects of the Guarantor or of the Guarantor and its Subsidiaries taken as a whole. (h) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Guarantor in writing to any Bank (including without limitation all information contained herein) for purposes of or in connection with this Guaranty or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of the Guarantor in writing to any Bank will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not omit to state any fact necessary to make such information (taken as a whole) not misleading at such time in light of the circumstances under which such information was provided. (i) Each of the Guarantor and its Subsidiaries has filed all tax returns required to be filed by it and has paid all income taxes payable by it which have become due pursuant to such tax returns and all other taxes and assessments payable by it which have become due, other than those not yet delinquent and except for those contested in good faith and for which adequate reserves have been established. Each of the Guarantor and its Subsidiaries has paid, or has provided adequate reserves (in the good faith judgment of the management of the Guarantor) for the payment of, all federal and state income taxes applicable for all prior fiscal years and for the current fiscal year to the date hereof. (j) As of June 30, 1994, the authorized capital stock of the Guarantor consists of (i) 75,000,000 shares of common stock, $.50 par value per share, of which 33,296,087 shares are issued and outstanding and (ii) 7,500,000 shares of preferred stock, none of which shares are issued and outstanding. All such outstanding shares have been duly and validly issued, are fully paid and non-assessable. Other than (x) certain options to purchase 1,273,750 shares of common stock of the Guarantor, (y) the Guarantor's 6-1/2% Convertible Subordinated Debentures due 2004 and (z) the Guarantor's 4-1/2/6-1/4% Step-Up Convertible Subordinated Debentures due 2000, the Guarantor does not have outstanding any securities convertible into or exchangeable for its capital stock or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock. (k) Each of the Guarantor and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property (including applicable statutes, regulations, orders and restrictions relating to environmental standards and controls), except such noncompliances as would not, in the aggregate, have a material adverse effect on the business, operations, property, assets, condition (financial or otherwise) or prospects of the Guarantor or of the Guarantor and its Subsidiaries taken as a whole. (l) Schedule I correctly sets forth each Subsidiary of the Guarantor, the percentage ownership (direct and indirect) of the Guarantor in each class of capital stock of each such Subsidiary and also identifies the direct owner thereof, in each case as of December 31, 1993 as modified to reflect any material changes after December 31, 1993 and prior to the Restatement Effective Date. (m) Neither the Guarantor nor any of its Subsidiaries is an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (n) Neither the Guarantor nor any of its Subsidiaries is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended. (o) The Guarantor owns all of the capital stock of DDB Needham Worldwide Inc. ("DDB"), BBDO Worldwide Inc. ("BBDO") and Omnicom Management, Inc. ("Management"), and DDB, BBDO and Management own, collectively, all of the capital stock of the Borrower. (p) Each of the Guarantor and its Subsidiaries owns all the patents, trademarks, permits, service marks, trade names, copyrights, licenses, franchises and formulas, or rights with respect to the foregoing, and has obtained assignments of all leases and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, would result in a material adverse effect on the business, operations, property, assets, condition (financial or otherwise) or prospects of the Guarantor or of the Guarantor and its Subsidiaries taken as a whole. (q) All proceeds of each Loan and of Commercial Paper shall be used by the Borrower for general corporate purposes; provided that no part of the proceeds of any Loan or any Commercial Paper will be used by the Borrower to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock in violation of Regulation G, T, U or X of the Board of Governors of the Federal Reserve Board. Not more than 25% of the value of the assets of the Guarantor or the Guarantor and its Subsidiaries subject to the restrictions contained in Section 7 of this Guaranty constitute Margin Stock and, at the time of each Credit Event, not more than 25% of the value of the assets of the Guarantor or the Guarantor and its Subsidiaries subject to the restrictions contained in Section 7 of this Guaranty will constitute Margin Stock. Notwithstanding the foregoing provisions of this Section neither the Guarantor nor any of its Subsidiaries (including without limitation the Borrower) will use the proceeds of any Loan or any Commercial Paper to purchase the capital stock of any corporation in a transaction, or as part of a series of transactions, (i) the purpose of which is, at the time of any such purchase, to acquire control of such corporation or (ii) the result of which is the ownership by the Guarantor and its Subsidiaries (including without limitation the Borrower) of 10% or more of the capital stock of such corporation, in either case if the Board of Directors of such corporation has publicly announced its opposition to such transaction. 7. The Guarantor hereby covenants and agrees that on and after the Restatement Effective Date and until the termination of the Total Commitment, the expiration of the Letter of Credit and the repayment in full of the Loans, Notes and Unpaid Drawings, together with interest, fees and all other Obligations incurred under the Credit Agreement, and the repayment in full of all Commercial Paper: (a) The Guarantor will furnish to each Bank: (i) Within 50 days after the close of each quarterly accounting period in each fiscal year of the Guarantor (other than the fourth fiscal quarterly accounting period), the consolidated statements of financial condition of the Guarantor and its Consolidated Subsidiaries as at the end of such quarterly period and the related consolidated statements of income for such quarterly period and of cash flow for the elapsed portion of the fiscal year ended with the last day of such quarterly period, in each case setting forth comparative figures for the related periods in the prior fiscal year (or for the last day of the respective fiscal quarter in the prior fiscal year in the case of the balance sheet), all of which shall be certified by the chief financial officer of the Guarantor, subject to normal year-end adjustments. (ii) Within 105 days after the close of each fiscal year of the Guarantor, the consolidated statements of financial condition of the Guarantor and its Consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and statements of cash flow for such fiscal year, in each case setting forth comparative figures for the preceding fiscal year and certified by independent certified public accountants of recognized national standing reasonably acceptable to the Required Banks, in each case together with a report of such accounting firm stating that in the course of its regular audit of the financial statements of the Guarantor, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge of any Default or Event of Default which has occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof. (iii) At the time of the delivery of the financial statements provided for in clauses (i) and (ii), a certificate of the chief financial officer of the Guarantor to the effect that, to the best of his knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof, which certificate shall set forth the calculations required to establish whether the Guarantor was in compliance with the provisions of clauses (o) through (q) of this Section 7, inclusive, at the end of such fiscal quarter or year, as the case may be. (iv) Promptly, and in any event within three Business Days after an officer of the Guarantor obtains knowledge thereof, notice of (x) the occurrence of any event which constitutes a Default or Event of Default, (y) any litigation or governmental proceeding pending (a) against the Guarantor or any of its Subsidiaries which could materially and adversely affect the business, operations, property, assets, condition (financial or otherwise) or prospects of the Guarantor or the Guarantor and its Subsidiaries taken as a whole or (b) with respect to any Credit Document and (z) any other event which is likely to materially and adversely affect the business, operations, property, assets, condition (financial or otherwise) or prospects of the Guarantor or the Guarantor and its Subsidiaries taken as a whole. (v) Promptly, copies of all financial information, proxy materials and other information and reports, if any, which the Guarantor shall file with the SEC. (vi) From time to time, such other information or documents (financial or otherwise) as any Bank may reasonably request, other than consolidating financial statements of Consolidated Subsidiaries and Affiliates. (b) The Guarantor will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries in conformity with generally accepted accounting principles and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Guarantor will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Agent, the Letter of Credit Issuer or any Bank to visit and inspect, under guidance of officers of the Guarantor or such Subsidiary, any of the properties of the Guarantor or such Subsidiary, and to examine the books of record and account of the Guarantor or such Subsidiary (including, without limitation, consolidating financial statements of Consolidated Subsidiaries and Affiliates) and discuss the affairs, finances and accounts of the Guarantor or such Subsidiary with, and be advised as to the same by, its and their officers, all at such reasonable times and intervals and to such reasonable extent as the Agent, the Letter of Credit Issuer or such Bank may request. (c) The Guarantor will, and will cause each of its Subsidiaries to, (i) keep all property useful and necessary in its business in good working order and condition, (ii) maintain with financially sound and reputable insurance companies insurance on its property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business, and (iii) furnish to each Bank, upon written request, full information as to the insurance carried. (d) The Guarantor will, and will cause each of its Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and its material rights, franchises, licenses and patents; provided, however, that nothing in this clause (d) shall prevent (i) the withdrawal by the Guarantor or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal could not have a material adverse effect on the business, operations, property, assets, condition (financial or otherwise) or prospects of the Guarantor or the Guarantor and its Subsidiaries taken as a whole or (ii) any transaction permitted by Section 7(j) of this Guaranty. (e) The Guarantor will, and will cause each of its Subsidiaries to, comply with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property (including applicable statutes, regulations, orders and restrictions relating to environmental standards and controls), except such noncompliances as could not, in the aggregate, have a material adverse effect on the business, operations, property, assets, condition (financial or otherwise) or prospects of the Guarantor or of the Guarantor and its Subsidiaries taken as a whole. (f) As soon as possible and, in any event, within 10 days after the Guarantor or any of its Subsidiaries or ERISA Affiliates knows or has reason to know any of the following, the Guarantor will deliver to each of the Banks a certificate of the chief financial officer of the Guarantor setting forth details as to such occurrence and such action, if any, which the Guarantor, such Subsidiary or such ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given to or filed with or by the Guarantor, the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or the Plan Administrator with respect thereto: that a Reportable Event has occurred, that an accumulated funding deficiency has been incurred or an application may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code with respect to a Plan, that a Plan has been or may be terminated via a "distress termination" as referred to in Section 4041(c) of ERISA, reorganized, partitioned or declared insolvent under Title IV of ERISA, that a Plan has an Unfunded Current Liability giving rise to a Lien under ERISA, that proceedings may be or have been instituted by the PBGC to terminate a Plan, that a proceeding has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan, or that the Guarantor, any of its Subsidiaries or ERISA Affiliates will or may incur any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Plan under Section 4062, 4063, 4064, 4201 or 4204 of ERISA. In addition to any certificates or notices delivered to the Banks pursuant to the first sentence hereof, copies of notices received by the Guarantor or any of its Subsidiaries required to be delivered to the Banks hereunder shall be delivered to the Banks no later than 10 days after the later of the date such notice has been filed with the Internal Revenue Service or the PBGC, given to Plan participants or received by the Guarantor or such Subsidiary. (g) The Guarantor shall cause (i) each of its, and each of its Designated Subsidiary's, fiscal years to end on December 31 and (ii) each of its, and each of its Designated Subsidiary's, fiscal quarters to end on March 31, June 30, September 30 and December 31. (h) The Guarantor will not, and will not permit any of its Subsidiaries to, engage (directly or indirectly) in any business other than the business in which it is engaged on the Restatement Effective Date and any other reasonably related businesses. (i) The Guarantor will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) of the Guarantor or any of its Subsidiaries, whether now owned or hereafter acquired, provided that the provisions of this clause (i) shall not prevent the creation, incurrence, assumption or existence of: (i) Liens for taxes not yet due, or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (ii) Liens in respect of property or assets of the Guarantor or any of its Subsidiaries imposed by law, which were incurred in the ordinary course of business, such as carriers', warehousemen's and mechanics' liens and other similar Liens arising in the ordinary course of business and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Guarantor or any of its Subsidiaries or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien; (iii) Liens created for the benefit of the Agent, the Letter of Credit Issuer and the Banks; (iv) Pledges or deposits in connection with worker's compensation, unemployment insurance and other social security legislation; (v) Easements, rights-of-way and other similar Liens on, over or in respect of any property of the Guarantor or any of its Subsidiaries which do not individually or in the aggregate materially impair the use or value of the property or assets subject thereto; (vi) Purchase money mortgages or other Liens on property acquired after the Original Effective Date by the Guarantor or any of its Subsidiaries to secure the purchase price of such property (or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property), or Liens on any such property at the time of the acquisition of such property by the Guarantor or any of its Subsidiaries, whether or not assumed, provided that (x) the Indebtedness secured by each such Lien shall not exceed the cost of such property to the Guarantor or such Subsidiary or the fair value thereof at the time of the acquisition thereof, as the case may be, whichever is less, (y) each such Lien shall apply and attach only to the property originally subject thereto and fixed improvements thereon or accessions thereto, and (z) the principal amount of Indebtedness at any time outstanding and secured by Liens permitted by this clause (vi) of this Section 7(i) shall not in the aggregate for the Guarantor and its Subsidiaries exceed, when aggregated together with the Indebtedness secured by Liens permitted by clause (vii) below, $10,000,000; (vii) Liens on accounts receivable of BBDO Nederland B.V. and its Subsidiaries securing Indebtedness owing to ABN AMRO Bank N.V., provided that the outstanding principal amount of such Indebtedness, when aggregated together with the Indebtedness secured by Liens permitted by clause (vi) above, does not exceed $10,000,000; (viii) Liens securing Indebtedness permitted by Section 7(l)(viii); and (ix) Liens on assets sold by the Guarantor or any of its Subsidiaries and leased back by the Guarantor or such Subsidiary, so long as the aggregate fair value of assets so sold after the Restatement Effective Date pursuant to this clause (ix) shall not exceed $20,000,000. (j) The Guarantor will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any substantial part of its property or assets, except that (i) any Subsidiary of the Guarantor (other than the Borrower) may do any of the foregoing in any fiscal year (the "Current Year") of the Guarantor so long as (x) the revenues of such Subsidiary for the then most recently ended fiscal year (the "Prior Year"), when added to the revenues for the Prior Year of all other Subsidiaries that have entered into transactions permitted by this clause (i) during the Current Year, do not exceed 15% of the revenues of the Guarantor and its Subsidiaries for the Prior Year and (y) the aggregate of (A) the revenues of such Subsidiary for the Prior Year, plus (B) with respect to each Subsidiary which consummated a transaction pursuant to clause (x) in the Current Year or the four immediately preceding fiscal years, the revenues of such Subsidiary for the year prior to the year in which the transaction was consummated, does not exceed 40% of the revenues of the Guarantor and its Subsidiaries for the Prior Year (for purposes hereof the year ending December 31, 1988 shall be the first such preceding fiscal year, and the actual number of such preceding fiscal years shall be used until such time as there are four preceding fiscal years), (ii) Subsidiaries of the Guarantor (other than the Borrower) may convey, sell, lease or otherwise dispose of all or any part of its property or assets to the Guarantor or to other Subsidiaries (including without limitation by way of winding-up, liquidation or dissolution), (iii) any Wholly-Owned Subsidiary of the Guarantor (other than the Borrower) may merge into the Guarantor or another Wholly-Owned Subsidiary, (iv) the Guarantor or any Wholly-Owned Subsidiary may enter into a merger transaction if (w) it is the surviving entity, (x) no Default or Event of Default would exist immediately after giving effect thereto, and (y) in the case of a Wholly-Owned Subsidiary, such Subsidiary remains a Wholly-Owned Subsidiary after the merger transaction is consummated, (v) any Specified Subsidiary may wind up, liquidate or dissolve its affairs so long as it does not have any material assets at the time of such winding up, liquidation or dissolution, and (vi) the Guarantor may transfer, sell or convey the stock of one or more of its Subsidiaries (other than the Borrower) to one or more of its other Subsidiaries so long as, in the case of any such transfer, sale or conveyance of the stock of any Designated Subsidiary, the indirect ownership interest of the Guarantor in such Designated Subsidiary is not reduced as a result thereof. (k) The Guarantor will not enter into or permit any Subsidiary to enter into any agreements to rent or lease any real or personal property (excluding capitalized leases) except in the ordinary course of business. (l) The Guarantor will not permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Indebtedness, except (i) Indebtedness listed on Schedule II ("Existing Indebtedness"), (ii) accrued expenses and current trade accounts payable incurred in the ordinary course of business, and obligations under trade letters of credit incurred by such Subsidiaries in the ordinary course of business, which are to be repaid in full not more than one year after the date on which such Indebtedness is originally incurred to finance the purchase of goods by such Subsidiary, (iii) obligations under letters of credit incurred by such Subsidiaries in the ordinary course of business in support of obligations incurred in connection with worker's compensation, unemployment insurance and other social security legislation, (iv) Indebtedness of Subsidiaries of the Guarantor to the extent permitted under clause (m)(iv)-(vii) below, (v) Indebtedness of the Borrower or any other Subsidiary of the Guarantor arising under, or constituting guaranties of, the Credit Agreement or the Commercial Paper, (vi) other Indebtedness of the Borrower so long as no Default or Event of Default then exists or would result therefrom, (vii) other Indebtedness of Foreign Subsidiaries of the Guarantor incurred in the ordinary course of business and (viii) Indebtedness of any Subsidiary of the Guarantor, provided that such Indebtedness was outstanding at such Subsidiary prior to the acquisition by the Guarantor of such Subsidiary and was not incurred in connection with or in contemplation of such acquisition. (m) The Guarantor will not, and will not permit any of its Subsidiaries to, lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, except that the following shall be permitted: (i) the Guarantor and its Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (ii) the Guarantor and its Subsidiaries may acquire and hold Cash Equivalents, and Foreign Subsidiaries of the Guarantor may acquire and hold Foreign Cash Equivalents; (iii) the Guarantor and its Subsidiaries may make loans and advances to officers, employees and agents in the ordinary course of business; (iv) the Guarantor may make loans, advances or capital contributions to Consolidated Subsidiaries; (v) Consolidated Subsidiaries of the Guarantor may make loans, advances or capital contributions to the Guarantor or other Consolidated Subsidiaries; (vi) Subsidiaries of the Guarantor (other than Consolidated Subsidiaries) may make loans, advances or capital contributions to other Subsidiaries of the Guarantor (other than Consolidated Subsidiaries); (vii) the Guarantor and Consolidated Subsidiaries may make loans, advances or capital contributions to Affiliates and Subsidiaries of the Guarantor (other than Consolidated Subsidiaries), and may purchase stock or securities of other Persons so that after such purchase such Person is not a Consolidated Subsidiary of the Guarantor, provided that the sum of the net investment in Affiliates and Subsidiaries (other than Consolidated Subsidiaries) made pursuant to this clause (vii) plus the principal amount of all loans and advances made pursuant to this clause (vii) and then outstanding shall not exceed an amount equal to 15% of the sum of (x) the Guarantor's Consolidated Net Worth plus (y) the outstanding principal amount of the Guarantor's Subordinated Indebtedness (to the extent and in the amount that any portion of such principal amount matures one year or more after the Expiry Date) at any time; (viii) the Guarantor and its Subsidiaries may purchase or acquire stock or securities of another Person in arm's-length transactions so long as no Default or Event of Default exists or would result therefrom and, as a result of such transaction, such Person becomes a Consolidated Subsidiary of the Guarantor; and (ix) the Guarantor and its Subsidiaries may invest in preferred auction rate stock and other similar tax favored short term investments with a readily available and liquid secondary market; and (x) the Guarantor and its Subsidiaries may make loans, purchase securities or make other investments not permitted by the foregoing clauses of this Section 7(m) so long as the aggregate outstanding amount thereof, net of cash repayments of principal in the case of loans and cash sales proceeds in the case of securities or other investments that are liquidated but excluding any write-ups or write-downs in the value of any such loan, security or other investment that has not been liquidated, shall not exceed $30,000,000 at any time. (n) The Guarantor will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of the Guarantor, other than on terms and conditions sub- stantially as favorable to the Guarantor or such Subsidiary as would be obtainable by the Guarantor or such Subsidiary at the time in a comparable arm's-length transaction with a Person other than an Affiliate. (o) The Guarantor will not permit the ratio of its Consolidated Current Assets to its Consolidated Current Liabilities at any time to be less than 0.8:1. (p) The Guarantor will not permit the ratio of its Total Consolidated Indebtedness to Total Consolidated Capitalization to be more than (i) 0.65:1 at any time from and including January 1 to and including September 30 of each year and (ii) 0.55:1 at any time from and including October 1 to and including December 31, of each year. (q) The Guarantor will not permit the ratio of its Consolidated Indebtedness for any fiscal quarter to its Net Cash Flow for the period of four consecutive fiscal quarters (taken as one accounting period) ending on the last day of such fiscal quarter to be more than 5:1. (r) The Guarantor will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Guarantor or any Subsidiary of the Guarantor, or pay any Indebtedness owed to the Guarantor or a Subsidiary of the Guarantor, (b) make loans or advances to the Guarantor or (c) transfer any of its properties or assets to the Guarantor, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Guaranty or any other Credit Document and (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Subsidiary of the Guarantor. 8. As used in this Guaranty, 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): "Affiliate" shall mean, with respect to any Person, any other Person (other than an individual) directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person; provided, however, that for purposes of Paragraph 7(n), an Affiliate of the Guarantor shall include any Person that directly or indirectly owns more than 5% of the Guarantor, and any officer or director of the Guarantor or any such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract, or otherwise. "Cash Equivalents" shall mean, as to any Person, (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than six months from the date of acquisition, (ii) time deposits and certificates of deposit of any Bank, the Agent, and any commercial bank incorporated in the United States of recognized standing having capital and surplus in excess of $500,000,000 with maturities of not more than six months from the date of acquisition by such Person, (iii) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (ii) above, (iv) commercial paper issued by the parent corporation of any Bank, the Agent, and any commercial bank (provided that the parent corporation and the bank are both incorporated in the United States) of recognized standing having capital and surplus in excess of $500,000,000 and commercial paper issued by any Person incorporated in the United States, which commercial paper is rated at least A-1 or the equivalent thereof by Standard & Poor's Corporation or at least P-1 or the equivalent thereof by Moody's Investors Service, Inc. and in each case maturing not more than six months after the date of acquisition by such Person and (v) investments in money market funds substantially all the assets of which are comprised of securities of the types descri- bed in clauses (i) through (iv) above. "Consolidated Current Assets" shall mean, as to any Person, the current assets of such Person and its Subsidiaries determined on a consolidated basis. "Consolidated Current Liabilities" shall mean, as to any Person, the current liabilities of such Person and its Subsidiaries determined on a consolidated basis. "Consolidated Indebtedness" shall mean, for any fiscal quarter, an amount equal to (x) the sum of (i) the average of the amounts of Indebtedness of the types listed on Schedule III hereto on the last Business Day of each calendar week ending during such fiscal quarter plus (ii) the amount of all Indebtedness of the Guarantor and its Subsidiaries (other than Indebtedness of the types listed on Schedule III hereto) (determined on a consolidated basis) on the last day of such fiscal quarter minus (y) the sum of (i) the amount of all Cash Equivalents and investments of the type described in Section 7(m)(ix) held by the Borrower on the last day of such fiscal quarter plus (ii) the Dollar Equivalent of the amount of all Foreign Cash Equivalents held by Omnicom Finance Ltd. on the last day of such fiscal quarter. "Consolidated Net Income" shall mean the net income of the Guarantor and its Consolidated Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles. "Consolidated Net Worth" shall mean, as to any Person, the Net Worth of such Person and its Subsidiaries determined on a consolidated basis (including therein the portion of such Net Worth reflecting minority interests in Subsidiaries). "Designated Subsidiaries" shall mean BBDO Worldwide Inc., BBDO Atlanta Inc., BBDO Chicago Inc., BBDO Detroit Inc., DDB Needham Worldwide Inc., DDB Needham Chicago Inc., Rapp Collins Worldwide Inc., Alcone Sims O'Brien Inc., Tracy-Locke Inc., Frank J. Corbett Inc., Kallir Philips Ross, Inc. and Thomas A. Schutz Co., Inc. "Dollar Equivalent" shall mean, with respect to any Foreign Cash Equivalent denominated in a currency other than U.S. Dollars, the amount of U.S. Dollars into which the principal amount of such Foreign Cash Equivalent could be converted at the then applicable Exchange Rate. For the purpose of the foregoing determination, the "Exchange Rate" shall be the spot rate at which the relevant currency is offered for sale against delivery of U.S. Dollars on the date of determination thereof (or, if such date is not a Business Day, the next preceding Business Day), as set forth in the Wall Street Journal; provided that if no such rate is set forth in the Wall Street Journal on such date, the "Exchange Rate" shall be the rate quoted by the Agent at the opening of business on such date (or, if such date is not a Business Day, the next preceding Business Day) for the spot rate at which the relevant currency is offered for sale by the Agent against delivery of U.S. Dollars. "Foreign Cash Equivalents" shall mean (i) time deposits, certificates of deposit and similar instruments of any Bank or any other commercial bank having long-term indebtedness rated in its highest rating category by Moody's Investors Services, Inc. or by Standard & Poor's Corporation, and (ii) such other securities and investments as shall be approved by the Agent from time to time. "Indebtedness" shall mean, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of property or services, (ii) the face amount of all letters of credit issued for the account of such Person and all drafts drawn thereunder (other than letters of credit issued in support of accrued expenses and accounts payable incurred in the ordinary course of business), (iii) all liabilities secured by any Lien on any property owned by such Person, whether or not such liabilities have been assumed by such Person, (iv) the aggregate amount required to be capitalized under leases under which such Person is the lessee and (v) all Contingent Obligations of such Person. "Net Cash Flow" shall mean, for any period, the Consolidated Net Income of the Guarantor and its Subsidiaries for such period without giving effect to any extraordinary gains or losses and gains or losses from sales of assets (other than sales of inventory in the ordinary course of business), adjusted by (x) adding thereto the following items: (i) the amount of all amortization of intangibles and depreciation that were deducted in arriving at such Consolidated Net Income for such period, (ii) the portion of such Consolidated Net Income attributable to minority interests in Subsidiaries, and (iii) the amount of all dividends received during such period by the Guarantor or any of its Consolidated Subsidiaries from corporations other than Consolidated Subsidiaries of the Guarantor, to the extent not included in calculating Consolidated Net Income of the Guarantor for such period and (y) deducting therefrom (i) the amount of all dividends paid by Subsidiaries of the Guarantor to Persons other than the Guarantor or Wholly-Owned Subsidiaries of the Guarantor during such period, (ii) the net income for such period of corporations other than Consolidated Subsidiaries of the Guarantor, to the extent allocated to the equity interest of the Guarantor or any such Consolidated Subsidiary in such corporation, and (iii) an amount, if positive, equal to (x) the amount of all dividends paid by the Guarantor to its common or preferred shareholders during such period, minus (y) 50% of the Consolidated Net Income of the Guarantor and its Subsidiaries for such period. "Net Worth" shall mean, as to any Person, the sum of its capital stock, capital in excess of par or stated value of shares of its capital stock, retained earnings and any other accounts which, in accordance with generally accepted accounting principles in the United States, constitutes stockholders equity, but in any event deducting therefrom any treasury stock, provided that each of the foregoing shall be determined without giving effect to any foreign currency translation adjustments. "Subordinated Indebtedness" of any Person shall mean all Indebtedness of such Person which is subordinated both to the Obligations under the Credit Agreement and all obligations arising under this Guaranty, on terms and conditions satisfactory to the Agent and the Required Banks; provided that when used with respect to the Guarantor, the term "Subordinated Indebtedness" shall be deemed to include (i) all Indebtedness of the Guarantor evidenced by its 6-1/2% Convertible Subordinated Debentures due 2004 and all Indebtedness of the Guarantor evidenced by its 4-1/2/6-1/4% Step-Up Convertible Subordinated Debentures due 2000, in each case as such Debentures (and the respective indenture governing the terms thereof) are in effect on July 15, 1994 and (ii) all Indebtedness of the Guarantor evidenced and governed by documentation containing subordination terms, covenants, mandatory redemption provisions, events of default and remedies available upon the existence of an event of default no less favorable to the Banks and no more restrictive on the Guarantor and its Subsidiaries than those contained in the documentation evidencing and governing the debt issuances referred to in clause (i) above; in each case as amended, modified and supplemented from time to time with the consent of the Agent and the Required Banks. "Total Consolidated Capitalization" shall mean, at any time, the sum of Total Consolidated Indebtedness at such time plus Consolidated Net Worth at such time. "Total Consolidated Indebtedness" shall mean, at any time, all Indebtedness of the Guarantor and its Subsidiaries at such time, determined on a consolidated basis. 9. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part of any Guaranteed Party in exercising any right, power or privilege hereunder and no course of dealing between the Guarantor, any Guaranteed Party or the holder of any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights, powers and remedies herein expressly provided are cumulative and not exclusive of any rights, powers or remedies which any Guaranteed Party or the holder of any Note would otherwise have. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Guaranteed Party or the holder of any Note to any other or further action in any circumstances without notice or demand. 10. This Guaranty shall be binding upon the Guarantor and its successors and assigns and shall inure to the benefit of the Guaranteed Parties and their successors and assigns. 11. Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated except as provided in Section 12.13 of the Credit Agreement. 12. The Guarantor acknowledges that an executed (or conformed) copy of the Credit Agreement has been made available to its principal executive officers and such officers are familiar with the contents thereof. 13. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default each Bank and Letter of Credit Issuer is hereby authorized at any time or from time to time, without presentment, demand, protest, or other notice of any kind to the Guarantor or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other Indebtedness at any time held or owing by such Bank or the Letter of Credit Issuer (including without limitation by branches and agencies of such Bank or the Letter of Credit Issuer wherever located) to or for the credit or the account of the Guarantor against and on account of the obligations of the Guarantor to such Bank or the Letter of Credit Issuer under this Guaranty, irrespective of whether or not such Bank shall have made any demand hereunder and although said obligations, or any of them, shall be contingent or unmatured. 14. All notices and other communications hereunder shall be made at the addresses, in the manner and with the effect provided in Section 12.03 of the Credit Agreement, provided that, for this purpose, the address of the Guarantor shall be the one specified opposite its signature below. 15. If claim is ever made upon any Guaranteed Party or the holder of any Note for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guarantor), then and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon it, notwithstanding any revocation hereof or the cancellation of any Note or other instrument evidencing any liability of the Guarantor, and the Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. 16. Any acknowledgment or new promise, whether by payment of principal or interest or otherwise and whether by the Borrower or others (including the Guarantor), with respect to any of the Guaranteed Obligations shall, if the statute of limitations in favor of the Guarantor against any Guaranteed Party or the holder of any Note shall have commenced to run, toll the running of such statute of limitations, and if the period of such statute of limitations shall have expired, prevent the operation of such statute of limitations. 17. The financial statements to be furnished to the Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Guarantor to the Banks); provided that, except as otherwise specifically provided herein, all computations determining compliance with Section 7 shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements delivered to the Banks pursuant to Section 6(e). 18. This Guaranty and the rights and obligations of the Guaranteed Parties, the holders of the Notes and the Guarantor hereunder shall be construed in accordance with and governed by the law of the State of New York. Any legal action or proceeding with respect to this Guaranty may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, the Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Guarantor agrees that if at any time its principal place of business is not in the City and State of New York, it will irrevocably designate, appoint and empower an agent for purposes of this Section, in the City and State of New York, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, the Guarantor agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision satisfactory to the Agent. The Guarantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Guarantor at its address set forth opposite its signature below, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of any Guaranteed Party or the holder of any Note to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Guarantor in any other jurisdiction. The Guarantor hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with the Guaranty brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. 19. The obligation of the Guarantor to make payment in Dollars of any Guaranteed Obligations due hereunder shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted into any currency other than Dollars, except to the extent such tender or recovery shall result in the actual receipt by the respective Guaranteed Party in the United States of America of the full amount of Dollars expressed to be payable in respect of any such Guaranteed Obligations. The obligation of the Guarantor to make payment in Dollars as aforesaid shall be enforceable as an alternative or additional cause of action for the purpose of recovery in Dollars of the amount, if any, by which such actual receipt shall fall short of the full amount of Dollars expressed to be payable in respect of any such Guaranteed Obligations, and shall not be affected by judgment being obtained for any other sums due under this Guaranty. IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed and delivered as of the date first above written. Address 437 Madison Avenue OMNICOM GROUP INC. New York, New York 10022 Attention: Mr. Fred J. Meyer Chief Financial By: /s/ Dennis E. Hewitt Officer ------------------------- Dennis E. Hewitt Title: Treasurer Accepted and Agreed to: SWISS BANK CORPORATION, New York Branch as Agent for the Banks By: /s/ Jane A. Majeski ------------------------- Jane A. Majeski Title: Director Merchant Banking By: /s/ Sean M. Harrigan ------------------------- Sean M. Harrigan Title: Executive Director Merchant Banking
SCHEDULE I SUBSIDIARIES OF THE GUARANTOR {SOMETIMES REFERRED TO AS THE "REGISTRANT"} PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------- ------- --------- Omnicom Group Inc................................ New York -- -- Omnicom International Inc........................ Delaware Registrant 100% Omnicom Management Inc........................... Delaware Registrant 100% Omnicom Finance Inc.............................. Delaware BBDO Worldwide Inc. 33% DBD Needham Worldwide Inc. 33% Omnicom Management Inc. 34% Altschiller Reitzfeld Inc........................ New York Registrant 100% Goodby, Berlin & Silverstein Holdings Inc........ California Registrant 100% Goodby, Berlin and Silverstein, Inc.............. California Goodby, Berlin & Silverstein Holdings Inc. 100% BBDO Worldwide Inc............................... New York Registrant 100% BBDO Atlanta, Inc................................ Georgia BBDO Worldwide Inc. 100% BBDO Chicago, Inc................................ Delaware BBDO Worldwide Inc. 100% BBDO Detroit, Inc................................ Delaware BBDO Worldwide Inc. 100% BBDO International Inc........................... Delaware Omnicom International Inc. 100% David Ratto/BBDO S.A............................. Argentina BBDO Worldwide Inc. 20% Clemenger BBDO Ltd............................... Australia BBDO Worldwide Inc. 47% Clemenger Perth Pty. Ltd......................... Australia Clemenger BBDO Ltd. 47% Clemenger Pty. Ltd............................... Australia Clemenger BBDO Ltd. 47% HCL Group Pty. Ltd. (Melbourne).................. Australia Clemenger BBDO Ltd. 47% Clemenger Adelaide Pty. Ltd...................... Australia Clemenger BBDO Ltd. 47% HCL Group Pty. Ltd. (Sydney)..................... Australia Clemenger BBDO Ltd. 47% Clemenger Direct Response Pty. Ltd. (Melbourne).. Australia Clemenger BBDO Ltd. 37% HCL Group Pty. Ltd. (Brisbane)................... Australia Clemenger BBDO Ltd. 9% Clemenger Sydney Pty. Ltd........................ Australia Clemenger BBDO Ltd. 47% Port Productions Pty. Ltd........................ Australia Clemenger BBDO Ltd. 35% Clemenger Brisbane Pty. Ltd...................... Australia Clemenger BBDO Ltd. 47% Clemenger Direct Response Pty. Ltd. (Sydney)..... Australia Clemenger BBDO Ltd. 37% Clemenger Tasmania Pty. Ltd...................... Australia Clemenger BBDO Ltd. 47% Clemenger Melbourne Pty. Ltd..................... Australia Clemenger BBDO Ltd. 47% Whybin and Partners Pty. Ltd..................... Australia Clemenger BBDO Ltd. 15% TEAM/BBDO Werbeagentur Ges. m.b.H ............... Austria BBDO Worldwide Inc. 100% TEAM/BBDO Werbeagentur Ges. m.b.H & Co. Kg....... Austria TEAM/BBDO Werbeagentur Ges. m.b.H 87% Sponsoring & Event Marketing S.A................. Belgium BBDO Belgium S.A. 65% Omnimedia S.A.................................... Belgium BBDO Belgium S.A. 44% Media Team S.A................................... Belgium BBDO Belgium S.A. 65% Media Team Planning S.A.......................... Belgium BBDO Belgium S.A. 44% Morael & Partners S.A............................ Belgium BBDO Belgium S.A. 62% VVL/BBDO S.A..................................... Belgium BBDO Belgium S.A. 70% Moors Bronselaer S.A............................. Belgium BBDO Belgium S.A. 83% BBDO Belgium S.A................................. Belgium BBDO Worldwide Inc. 88% Media Team S.A................................... Belgium BBDO Worldwide Inc. 44% N'Lil S.A........................................ Belgium BBDO Belgium S.A. 45% Topolino S.A..................................... Belgium BBDO Belgium S.A. 45% RPV Comunicacoes Ltda............................ Brazil ALMAP/BBDO Comunicacoes Ltda. 70% Almap/BBDO Comunicacoes Ltda..................... Brazil BBDO Publicidade, Ltda. 70% BBDO Publicidade, Ltda........................... Brazil BBDO Worldwide Inc. 100% McKim Communications............................. Canada BBDO Canada Inc. 100% Stringham & Grant Tandy.......................... Canada BBDO Canada Inc. 50% PNMD, Inc........................................ Canada BBDO Canada Inc. 30% BBDO Canada Inc.................................. Canada BBDO Worldwide Inc. 100% BBDO Chile, S.A.................................. Chile BBDO Worldwide Inc. 45% BBDO/CNUAC Advertising Co. Ltd................... China BBDO Asia Pacific Ltd. 51% SCHEDULE I page 2 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT -------- ------------ ------- ---------- Alberto H. Garnier, S.A.......................... Costa Rica BBDO Worldwide Inc. 20% BBDO D.O.O Zagreb................................ Croatia BBDO Worldwide Inc. 40% Impact/BBDO International Ltd.................... Cyprus BBDO Worldwide Inc. 44% Mark/BBDO, joint stock company................... Czech Republic BBDO Worldwide Inc. 36% Media Direction.................................. Czech Republic BBDO Worldwide Inc. 20% BBDO Denmark A/S................................. Denmark BBDO Holding A/S 49% BBDO Business Communications A/S................. Denmark BBDO Holding A/S 30% J & J Business Communications A/S................ Denmark BBDO Holding A/S 21% BBDO Holding A/S................................. Denmark BBDO Worldwide Inc. 100% SEPIA A/S........................................ Denmark BBDO Denmark A/S 12% The Media Partnership A/S........................ Denmark BBDO Denmark A/S 10% Impact/BBDO...................................... Egypt Impact/BBDO International Ltd. 40% Apex Publicidad, S.A. de C.V..................... El Salvador Garnier/BBDO Inc. S.A. 10% Bookkeeper Investment OY......................... Finland BBDO Worldwide Inc. 86% OY Avant/BBDO Ltd................................ Finland Bookkeeper Investment OY 69% AKT/BBDO Business Communications OY.............. Finland Bookkeeper Investment OY 64% Bookkeeper Financing OY.......................... Finland Bookkeeper Investment OY 86% La Compagnie S.A................................. France BBDO GmbH 100% Nomad S.A........................................ France La Compagnie S.A. 60% The Media Partnership ........................... France La Compagnie S.A. 17% Proximite S.A.................................... France La Compagnie S.A. 70% Directment S.A................................... France La Compagnie S.A. 45% West End S.A..................................... France La Compagnie S.A. 50% Realisation S.A.................................. France La Compagnie S.A. 51% Optimum Media S.A................................ France La Compagnie S.A. 50% Deslegan S.A..................................... France La Compagnie S.A. 40% Reflexions S.A................................... France La Compagnie S.A. 55% CLM/BBDO S.A..................................... France La Compagnie S.A. 100% BBDO GmbH & Partner Kg........................... Germany BBDO GmbH 80% TEAM/BBDO Berlin GmbH............................ Germany BBDO GmbH & Partner Kg 80% Stein Holding GmbH............................... Germany BBDO GmbH & Partner Kg 80% Sponsor Partners GmbH............................ Germany BBDO GmbH & Partner Kg 40% Boebel, Adam/BBDO GmbH........................... Germany BBDO GmbH & Partner Kg 36% Kohtes & Klewes GmbH............................. Germany BBDO GmbH & Partner Kg 35% K & K Kohtes, Klewes Public Relations GmbH....... Germany Kohtes & Klewes GmbH 35% K & K Kohtes, Klewes & Partner Umwelt- kommunikation GmbH ........................... Germany Kohtes & Klewes GmbH 19% Claus Koch Corp. Communications GmbH............. Germany BBDO GmbH & Partner Kg 30% TEAM DIRECT Ges fur Direct Marketing GmbH........ Germany BBDO GmbH & Partner Kg 60% Hiel/BBDO GmbH................................... Germany BBDO GmbH & Partner Kg 32% BBDO Business Communications GmbH................ Germany BBDO GmbH & Partner Kg 64% The Media Partnership............................ Germany BBDO GmbH & Partner Kg 20% BBDO Dusseldorf GmbH............................. Germany BBDO GmbH & Partner Kg 78% Economia Holding GmbH (Hamburg).................. Germany BBDO GmbH & Partner Kg 40% BBDO/TELECOM GmbH................................ Germany BBDO GmbH & Partner Kg 64% Media Direction GmbH............................. Germany BBDO GmbH & Partner Kg 22% HMl Heuser, Mayer, Partner GmbH.................. Germany BBDO GmbH & Partner Kg 32% Hildmann & SchneiDer GmbH....................... Germany BBDO GmbH & Partner Kg 76% M.I.D. GmbH...................................... Germany BBDO GmbH & Partner Kg 40% BBDO Hamburg GmbH................................ Germany BBDO GmbH & Partner Kg 80% BBDO GmbH ....................................... Germany BBDO Worldwide Inc. 100% Fotostudio as der Alster GmbH.................... Germany Economia Holding GmbH (Hamburg) 32% Economia Kg...................................... Germany Economia Holding GmbH (Hamburg) 40% Manfred Baumann GmbH............................. Germany Economia Holding GmbH (Hamburg) 40% Brodersen, Stampe GmbH........................... Germany Economia Holding GmbH (Hamburg) 40% SCHEDULE I page 3 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- Stein Promotions GmbH............................ Germany Stein Holding GmbH 80% Promotion Dynamics GmbH.......................... Germany Stein Holding GmbH 64% Stein Promotion Management Group GmbH............ Germany Stein Holding GmbH 64% BBDO Group S.A................................... Greece BBDO GmbH 80% BBDO/Athens S.A.................................. Greece BBDO Group S.A. 64% Team/Athens S.A.................................. Greece BBDO Group S.A. 30% Tempo S.A........................................ Greece BBDO Group S.A. 20% BBDO Direct S.A.................................. Greece BBDO Group S.A. 80% The Media Partnership S.A. ...................... Greece BBDO Group S.A. 20% Cinemax S.A...................................... Greece BBDO Group S.A. 59% Global S.A....................................... Greece BBDO Group S.A. 80% Service 800 S.A.................................. Greece BBDO Group S.A. 32% BBDO Business Communications S.A................. Greece BBDO Group S.A. 60% IKON S.A......................................... Greece BBDO Group S.A. 39% Point-Zero S.A................................... Greece BBDO Group S.A. 25% B/P/R Ltd........................................ Greece BBDO Group S.A. 79% Grafis S.A....................................... Greece BBDO Group S.A. 56% Lamda Alpha S.A.................................. Greece BBDO Group S.A. 21% BBDO Guatemala S.A............................... Guatemala Garnier/BBDO Inc. S.A. 30% Zues Publicidad S.A. de C.V...................... Honduras Garnier/BBDO Inc. S.A. 10% BBDO Hong Kong Ltd............................... Hong Kong BBDO Asia Pacific Ltd. 100% BBDO Asia Pacific Ltd............................ Hong Kong BBDO Worldwide Inc. 100% Topreklam/BBDO Int'l Advtg. Agency Ltd........... Hungary BBDO Worldwide Inc. 30% RK Swamy/BBDO Advertising Ltd.................... India BBDO Asia Pacific Ltd. 20% Italia/BBDO S.p.A................................ Italy BBDO Worldwide Inc. 100% The Media Partnership S.p.A...................... Italy Italia/BBDO S.p.A. 25% Strategies SAL................................... Lebanon Impact/BBDO International Ltd. 11% Impact/BBDO...................................... Lebanon Impact/BBDO International Ltd. 44% BBDO (Malaysia) Sdn Bhd.......................... Malaysia BBDO Asia Pacific Ltd. 70% BBDO Mexico, S.A. de C.V......................... Mexico BBDO Worldwide Inc. 100% Perik Landewe & Partners B.V..................... Netherlands BBDO BC B.V. 26% Keja/Donia B.V................................... Netherlands BBDO Nederlands B.V. 50% FHV/BBDO B.V..................................... Netherlands BBDO Nederlands B.V. 50% Bennis B/P/R B.V................................. Netherlands BBDO Nederlands B.V. 50% BBK B.V.......................................... Netherlands BBDO Nederlands B.V. 24% Signum B.V....................................... Netherlands BBDO Nederlands B.V. 50% Bartels/Verdonk Impuls B.V....................... Netherlands BBDO Nederlands B.V. 50% BBDO BC B.V...................................... Netherlands BBDO Nederlands B.V. 50% Heliberg Beheer B.V.............................. Netherlands BBDO Nederlands B.V. 30% BBDO Nederlands B.V.............................. Netherlands BBDO Worldwide Inc. 50% Liberty Films B.V................................ Netherlands FHV/BBDO B.V. 50% Mediacenter B.V.................................. Netherlands FHV/BBDO B.V. 13% Media Direction Netherlands B.V.................. Netherlands FHV/BBDO B.V. 34% The Media Partnership B.V........................ Netherlands FHV/BBDO B.V. 10% Clemenger/BBDO Ltd. (N.Z.)....................... New Zealand Clemenger BBDO Ltd. 47% Colenso Communications Ltd....................... New Zealand Clemenger/BBDO Ltd. (N.Z.) 47% HKM Advertising Ltd. ............................ New Zealand Clemenger/BBDO Ltd. (N.Z.) 47% Marcoa Direct Ltd. (Auckland).................... New Zealand Clemenger/BBDO Ltd. (N.Z.) 33% Bosby Services................................... New Zealand Clemenger/BBDO Ltd. (N.Z.) 47% BBDO Nicaragua S.A............................... Nicaragua Garnier/BBDO Inc. S.A. 25% Jenssen & Borkenhagen A/S........................ Norway BBDO GmbH 42% Schroder Production A/S.......................... Norway Jenssen & Borkenhagen A/S 42% Garnier/BBDO Inc. S.A............................ Panama BBDO Worldwide Inc. 50% Campagnani/BBDO S.A.............................. Panama Garnier/BBDO Inc. S.A. 10% BBDO Peru S.A.................................... Peru BBDO Worldwide Inc. 51% SCHEDULE I page 4 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- PAC/BBDO Worldwide Inc........................... Philippines BBDO Asia Pacific Ltd. 30% BBDO Warsaw...................................... Poland BBDO Worldwide Inc. 100% The Media Partnership Ltda....................... Portugal BBDO Portugal Agencia de Publicidade, Ltda. 16% Smash Ltda....................................... Portugal BBDO Portugal Agencia de Publicidade, Ltda. 59% BBDO Portugal Agencia de Publicidade, Ltda....... Portugal BBDO Worldwide Inc. 65% Consultores de Relaciones Publicas, Inc.......... Puerto Rico BBDO Puerto Rico Inc. 85% Headline Public Relations & Promotions, Inc...... Puerto Rico BBDO Puerto Rico Inc. 85% BBDO Puerto Rico Inc............................. Puerto Rico BBDO Worldwide Inc. 85% Graffiti/BBDO.................................... Romania BBDO Worldwide Inc. 20% BBDO Marketing................................... Russia BBDO Worldwide Inc. 100% Impact/BBDO...................................... Saudi Arabia Impact/BBDO International Ltd. 44% BBDO Singapore Pte Ltd........................... Singapore BBDO Asia Pacific Ltd. 100% Mark/BBDO Ltd.................................... Slovak Republic Mark/BBDO, Joint Stock Company 17% The Media Partnership S.A........................ Spain BBDO Espana S.A. 23% Tiempo/BBDO S.A.................................. Spain BBDO Espana S.A. 72% Contrapunto S.A.................................. Spain BBDO Espana S.A. 67% Tiempo/BBDO Madrid S.A........................... Spain BBDO Espana S.A. 70% BBDO Espana S.A.................................. Spain BBDO Worldwide Inc. 90% Extension Madrid S.A............................. Spain Tiempo/BBDO Madrid S.A. 70% Media Direction Madrid, S.A...................... Spain Tiempo/BBDO Madrid S.A. 70% Extension S.A. ................................. Spain Tiempo/BBDO S.A. 72% DEC S.A. ........................................ Spain Tiempo/BBDO S.A. 61% Media Direction.................................. Spain Tiempo/BBDO S.A. 72% Ehrenstrahle & Co. A.B........................... Sweden BBDO Worldwide Inc. 74% HLR/BBDO Reklambyra A.B.......................... Sweden BBDO Worldwide Inc. 40% Ehrenstrahle & Co on Stockholm A.B............... Sweden Ehrenstrahle & Co. A.B. 74% HLR/Diversified Agencies A.B..................... Sweden HLR/BBDO Reklambyra A.B. 40% FGH Annonsbyra A.B............................... Sweden HLR/BBDO Reklambyra A.B. 4% HLR/Basic Promotion A.B.......................... Sweden HLR/BBDO Reklambyra A.B. 40% HLR/Broadcast Filmproduction A.B................. Sweden HLR/BBDO Reklambyra A.B. 40% Box Direct Marketing A.B......................... Sweden HLR/BBDO Reklambyra A.B. 13% Gester & Co. A.B................................. Sweden HLR/BBDO Reklambyra A.B. 11% ASGS Editorial A.G............................... Switzerland Aebi/BBDO A.G. 66% Aebi/BBDO A.G.................................... Switzerland BBDO Worldwide Inc. 100% Stentor/BBDO Advertising Ltd..................... Taiwan BBDO Asia Pacific Ltd. 55% MEDIA +.......................................... Turkey Alice Marketing Communication Services 27% FOCUS 4.......................................... Turkey Alice Marketing Communication Services 27% Alice Marketing Communication Services........... Turkey BBDO Worldwide Inc. 30% Impact/BBDO...................................... United Arab Emirates Impact/BBDO International Ltd. 44% Abbott Mead Vickers. BBDO Ltd.................... United Kingdom BBDO Worldwide Inc. 26% Ratto/BBDO y Asociados........................... Uruguay David Ratto/BBDO S.A. 20% BBDO Venezuela................................... Venezuela BBDO Worldwide Inc. 50% DDB Needham Worldwide Inc........................ New York Registrant 100% Doyle Dane Bernbach De Mexico S.A. de C.V........ New York Registrant 100% Milici Valenti Gabriel DDB Needham Inc........... Hawaii Registrant 100% Tracy-Locke Inc.................................. Texas Registrant 100% DDB Needham Chicago Inc.......................... Delaware DDB Needham Worldwide Inc. 100% DDB Needham Worldwide Partners, Inc.............. New York DDB Needham Worldwide Inc. 100% Elgin Syferd/DDB Needham Inc..................... Washington DDB Needham Worldwide Inc. 100% DDB Needham International Inc.................... Delaware Omnicom International Inc. 100% Tracy-Locke Public Relations, Inc................ Texas Tracy-Locke Inc. 100% The Focus Agency Inc............................. Delaware DDB Needham Chicago Inc. 100% Puskar Gibbon Chapin Inc......................... Texas Tracy-Locke Inc. 100% DDB Needham Brisbane Pty. Ltd.................... Australia DDB Needham Melbourne Pty. Ltd. 100% SCHEDULE I page 5 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- DDB Needham Worldwide Pty. Ltd. (Australia) ..... Australia DDB Needham Worldwide Partners, Inc. 100% Graphique Nominees Pty........................... Australia DDB Needham Worldwide Pty. Ltd. (Australia) 25% K & Z Marketing Group Pty Limited................ Australia DDB Needham Worldwide Pty. Ltd. (Australia) 100% DDB Needham Melbourne Pty. Ltd................... Australia DDB Needham Worldwide Pty. Ltd. (Australia) 100% DDB Needham Adelaide Pty. Ltd.................... Australia DDB Needham Worldwide Pty. Ltd. (Australia) 100% DDB Needham Sydney Pty. Ltd...................... Australia DDB Needham Worldwide Pty. Ltd. (Australia) 100% Nowland Robinson Partners Adv. Pty. Ltd.......... Australia DDB Needham Worldwide Pty. Ltd. (Australia) 70% Doyle Dane Bernbach Pty.......................... Australia Registrant 100% DDB Needham Heye & Partner Werbeagentur GmbH..... Austria DDB Needham Heye & Partner GmbH 53% Acts Werbeveranstaltungen GmbH................... Austria DDB Needham Heye & Partner Werbeagentur GmbH 16% DDB Needham Heye & Partner GmbH.................. Austria DDB Needham Worldwide Partners, Inc. 55% Heye & Partner GmbH 34% DDB Needham Worldwide S.A. ...................... Belgium DDB Needham International Inc. 20% DDB Needham Worldwide Inc. 26% DDB Needham Worldwide Partners, Inc. 20% Registrant 26% DDB Needham Holding S.A.......................... Belgium DDB Needham Worldwide, Inc. 1% DDB Needham Worldwide Partners, Inc. 99% T.M.P. S.A....................................... Belgium DDB Needham Worldwide S.A. 23% Omnimedia S.A.................................... Belgium DDB Needham Worldwide S.A. 46% Optimum Media Team S.A........................... Belgium DDB Needham Worldwide S.A. 46% Marketing Power Rapp & Collins S.A............... Belgium DDB Needham Worldwide S.A. 60% DDB Needham Worldwide Brazil Ltda................ Brazil DDB Needham Worldwide Inc. 50% Olympic DDB Needham Bulgaria..................... Bulgaria Olympic DDB Needham S.A. 51% Omnicom Canada Inc............................... Canada Registrant 100% Beijing DDB Needham Advertising Co. Ltd.......... China DDB Needham Worldwide Ltd. 51% DDB Needham WW Prague............................ Czech Republic DDB Needham Worldwide Partners, Inc. 56% The Media Partnership A/S........................ Denmark DDB Needham Scandinavia A/S 6% DDB Needham Denmark A/S.......................... Denmark DDB Needham Scandinavia A/S 80% DDB Needham Scandinavia A/S...................... Denmark DDB Needham Worldwide Partners, Inc. 100% Brand Sellers DDB Needham Estonia................ Estonia Brand Sellers DDB Needham OY 20% Brand Sellers DDB Needham OY..................... Finland DDB Needham Scandinavia A/S 30% Promotive S.A.................................... France AZ Editions S.A. 51% DDB Lille S.A.................................... France DDB Needham Trade S.A. 51% DDB The Way S.A.................................. France DDB Needham Trade S.A. 80% JCR S.A.......................................... France DDB Needham Trade S.A. 51% Immomedia S.A.................................... France DDB Needham Worldwide Communication S.A. 10% Intertitres S.A................................. France DDB Needham Worldwide Communication S.A. 75% SDMP S.A. 13% Nacre S.A........................................ France DDB Needham Worldwide Communication S.A. 51% Tempo S.A........................................ France DDB Needham Worldwide Communication S.A. 19% DDB En Reseau S.A................................ France DDB Needham Worldwide Communication S.A. 51% DDB Needham GIE S.A.............................. France DDB Needham Worldwide Communication S.A. 100% TMPF S.A......................................... France DDB Needham Worldwide Communication S.A. 14% CRTV S.A......................................... France DDB Needham Worldwide Communication S.A. 17% Optimum Media S.A................................ France DDB Needham Worldwide Communication S.A. 50% Optimum Partenariat S.A.......................... France DDB Needham Worldwide Communication S.A. 66% Productions 32 S.A............................... France DDB Needham Worldwide Communication S.A. 66% SDMP S.A. 17% Directing S.A.................................... France DDB Needham Worldwide Communication S.A. 51% Orchestra S.A.................................... France DDB Needham Worldwide Communication S.A. 65% Eurocorporate S.A................................ France DDB Needham Worldwide Communication S.A. 100% Colin Guittard Nazaret S.A....................... France DDB Needham Worldwide Communication S.A. 19% Maphi S.A........................................ France DDB Needham Worldwide Communication S.A. 100% DDB Needham Worldwide Europe S.A. .............. France DDB Needham Worldwide Communication S.A. 100% SCHEDULE I page 6 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- MODA S.A......................................... France DDB Needham Worldwide Communication S.A. 83% SDMP S.A......................................... France DDB Needham Worldwide Communication S.A. 51% Intermail Rapp & Collins S.A..................... France DDB Needham Worldwide Communication S.A. 40% Maphi S.A. 60% DDB Needham Trade S.A............................ France DDB Needham Worldwide Communication S.A. 100% Mediametrie S.A.................................. France DDB Needham Worldwide Communication S.A. 2% Force Directe S.A................................ France Maphi S.A. 5% Dites 33 S.A..................................... France Maphi S.A. 34% Intertel S.A..................................... France Maphi S.A. 100% Marketic Conseil S.A............................. France Maphi S.A. 51% Pigment S.A...................................... France Maphi S.A. 76% Providence S.A................................... France Moda S.A. 83% SFV S.A.......................................... France Productions 32 S.A. 79% DDB Needham Worldwide Communication S.A.......... France Registrant 100% DDB Needham Worldwide S.A. ...................... France Registrant 45% DDB Needham Worldwide Communication S.A. 55% Publiteam S.A.................................... France SDMP S.A. 17% AZ Editions S.A.................................. France SDMP S.A. 51% Perre Contact S.A................................ France SFV S.A. 79% Media Direction GmbH............................. Germany Communication Management GmbH Dusseldorf 22% BBDO GmbH & Partner KG 22% Screen GmbH...................................... Germany Communication Management GmbH Dusseldorf 99% Wensauer DDB Needham GmbH (Ludwigsburg).......... Germany Communication Management GmbH Dusseldorf 99% The Media Partnership GmbH....................... Germany Communication Management GmbH Dusseldorf 25% Wensauer DDB Needham Beteiligungsgesellschaft GmbH Germany Communication Management GmbH Dusseldorf 82% Wensauer DDB Needham GmbH........................ Germany Communication Management GmbH Dusseldorf 99% DeHaas & Partner Werbeagentur GmbH............... Germany Communication Management GmbH Dusseldorf 79% Fritsch Heine Rapp & Collins GmbH................ Germany Communication Management GmbH Dusseldorf 85% Global Ad GmbH................................... Germany Communication Management GmbH Dusseldorf 48% Heye & Partner GmbH.............................. Germany DDB Needham Worldwide Partners, Inc. 45% Data Direct Rapp & Collins GmbH.................. Germany Fritsch Heine Rapp & Collins GmbH 85% Heye Management Service GmbH..................... Germany Heye & Partner GmbH 23% Print, Munchen GmbH.............................. Germany Heye & Partner GmbH 45% HDR GmbH Dusseldorf.............................. Germany Heye & Partner GmbH 36% Communication Management GmbH Dusseldorf......... Germany Registrant 99% Camera Uno GmbH (Ludwigsburg).................... Germany Service Company GmbH (Ludwigsburg) 90% Wensauer DDBN Werbeagentur GmbH (Frankfurt)...... Germany Wensauer DDB Needham Beteiligungsgesellschaft GmbH 82% SV Studio Lichts ATZ GmbH........................ Germany Wensauer DDB Needham GmbH 99% Service Company GmbH (Ludwigsburg)............... Germany Wensauer DDB Needham GmbH (Ludwigsburg) 99% Olympic DDB Needham S.A.......................... Greece DDB Needham Holding S.A. 51% Tempo Hellas S.A................................. Greece Olympic DDB Needham S.A. 13% Inno Rapp & Collins S.A.......................... Greece Olympic DDB Needham S.A. 26% The Media Partnership S.A........................ Greece Olympic DDB Needham S.A. 13% Oxygen S.A....................................... Greece Olympic DDB Needham S.A. 46% Brilliant Shine Development Ltd.................. Hong Kong Bentley DDB Needham Public Relations, Ltd. 70% Bentley DDB Needham Public Relations, Ltd........ Hong Kong DDB Needham Asia Pacific Ltd. 70% Product Creation Ltd............................. Hong Kong DDB Needham Asia Pacific Ltd. 51% Lee DDB Needham Public Relations Ltd. (Taiwan)... Hong Kong DDB Needham Asia Pacific Ltd. 25% Delta Group Ltd.................................. Hong Kong DDB Needham Asia Pacific Ltd. 100% Doyle Dane Bernbach Hong Kong Ltd................ Hong Kong DDB Needham Asia Pacific Ltd. 100% Window Creative Ltd.............................. Hong Kong DDB Needham Asia Pacific Ltd. 85% DDB Needham Worldwide Ltd........................ Hong Kong DDB Needham Asia Pacific Ltd. 100% Integrated Marketing Services Ltd................ Hong Kong DDB Needham Asia Pacific Ltd. 70% DDB Needham Asia Pacific Ltd..................... Hong Kong DDB Needham Worldwide Partners, Inc. 100% SCHEDULE I page 7 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- DDB Needham Advertising Co. (Budapest)........... Hungary DDB Needham Heye & Partner Werbeagentur GmbH 21% DDB Needham Worldwide Partners, Inc. 40% MUDRA Communications Ltd......................... India DDB Needham Worldwide Partners, Inc. 10% Verba DDB Needham S.R.L.......................... Italy Registrant 85% Corporate S.R.L.................................. Italy Verba DDB Needham S.R.L. 85% Verba PSA ....................................... Italy Verba DDB Needham S.R.L. 55% Rapp/Collins Mixer S.R.L......................... Italy Verba DDB Needham S.R.L. 85% Consilium S.R.L.................................. Italy Verba DDB Needham S.R.L. 85% TMP Italy S.R.L.................................. Italy Verba DDB Needham S.R.L. 21% Mix S.R.L........................................ Italy Verba DDB Needham S.R.L. 68% Dai Ichi Kikaku Rapp & Collins Direct Marketing Co., Ltd. Japan DDB Needham Worldwide Inc. 33% DDB Needham Japan Inc............................ Japan DDB Needham Worldwide Inc. 100% DDB Needham DIK Korea............................ Korea DDB Needham Worldwide Partners, Inc. 25% Naga DDB Needham Dik SDN BHD..................... Malaysia DDB Needham Asia Pacific Ltd. 30% DDB Needham Worldwide S.A. de C.V................ Mexico Negocios DDB Needham Worldwide S.A. de C.V. 51% Registrant 49% Negocios DDB Needham Worldwide S.A. de C.V....... Mexico Registrant 100% Capitol Advice B.V............................... Netherlands DDB B.V. 100% Rapp and Collins B.V............................. Netherlands DDB B.V. 100% Bas van Wijk Project House B.V................... Netherlands DDB B.V. 100% DDB Needham Holding B.V.......................... Netherlands DDB Needham Worldwide Partners, Inc. 100% DDB B.V.......................................... Netherlands Registrant 100% The Media Partnership B.V........................ Netherlands DDB B.V. 19% DDB Needham New Zealand Ltd...................... New Zealand DDB Needham Worldwide Ltd. 70% DDB Needham WW Ltd............................... New Zealand DDB Needham Worldwide Pty. Ltd. (Australia) 100% DDB Needham Holding Norway A/S................... Norway DDB Needham Holding B.V. 100% New Deal DDB Needham A/S......................... Norway DDB Needham Holding Norway A/S 56% Big Deal A/S..................................... Norway New Deal DDB Needham A/S 28% Pro Deal A/S..................................... Norway New Deal DDB Needham A/S 56% AMA DDB Needham Worldwide Inc.................... Philippines DDB Needham Asia Pacific Ltd. 30% DDB Needham Worldwide Warszawa................... Poland DDB Needham Worldwide Partners, Inc. 100% The Media Partnership............................ Portugal DDB Needham Worldwide & Guerreiro, Publicidade S.A. 18% DDB Needham Worldwide & Guerreiro, Publicidade S.a Portugal Registrant 70% DDB Needham Worldwide GAF Pte. Ltd............... Singapore Doyle Dane Bernbach Hong Kong Ltd. 85% DDB Needham Worldwide Bratislava................. Slovak Republic DDB Needham Worldwide Partners, Inc. 100% Tandem/DDB Needham Worldwide, S.A................ Spain DDB Needham Worldwide Inc. 7% Registrant 79% Wintel S.A....................................... Spain Rapp & Collins S.A. 77% Tandem/DDB Campmany Guasch, S.A.................. Spain Registrant 2% Tandem/DDB Needham Worldwide S.A. 84% Optimum Media S.A................................ Spain Tandem/DDB Campmany Guasch, S.A. 86% Publiexclusivas S.A.............................. Spain Tandem/DDB Campmany Guasch, S.A. 11% Tandem/DDB Needham Worldwide S.A. 15% BBDO Espana S.A. 27% Tandem Sponsoring S.A............................ Spain Tandem/DDB Needham Worldwide S.A. 86% Instrumens S.A................................... Spain Tandem/DDB Needham Worldwide S.A. 60% Rapp & Collins S.A............................... Spain Tandem/DDB Needham Worldwide S.A. 77% Oedipus S.A...................................... Spain Tandem/DDB Needham Worldwide S.A. 44% A Toda Copia S.A................................. Spain Tandem/DDB Needham Worldwide S.A. 86% The Media Partnership S.A........................ Spain Tandem/DDB Needham Worldwide S.A. 21% Paradiset DDB Needham A.B........................ Sweden Carlsson & Broman DDB Needham Worldwide A.B. 51% Carlsson & Broman DDB Needham Worldwide A.B...... Sweden DDB Needham Worldwide Partners, Inc. 100% DDB Needham Werbeagentur A.G..................... Switzerland DDB Needham Holding A.G. 100% Seiler Zur DDB Needham A.G....................... Switzerland DDB Needham Holding A.G. 30% Quadri & Partner Ag Zur.......................... Switzerland Heye & Partner GmbH 15% SCHEDULE I page 8 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- DDB Needham Holding A.G.......................... Switzerland Registrant 100% DDB Needham Worldwide Taiwan Ltd................. Taiwan DDB Needham Asia Pacific Ltd. 50% Far East Advertising Co. Ltd..................... Thailand DDB Needham Asia Pacific Ltd. 10% DDB Needham (Thailand) Ltd....................... Thailand DDB Needham Worldwide Partners, Inc. 51% Far East Advertising Co. Ltd. 4% Baxter, Gurian & Mazzei, Inc..................... California Health & Medical Communications, Inc. 100% Rainoldi, Kerzner & Radcliffe, Inc............... California Kallir, Philips, Ross Inc. 100% Alcone Sims O'Brien, Inc......................... California Registrant 100% Doremus & Company................................ Delaware BBDO Worldwide Inc. 100% Gavin Anderson & Company Worldwide Inc........... Delaware Doremus Holdings Corp. 100% Porter Novelli Inc............................... Delaware Doremus & Company 100% HHL Publishing Inc............................... Delaware Headway, Home and Law Publishing Group Ltd. 82% Interbrand Holdings Inc.......................... Delaware Interbrand Group plc. 100% Rapp Collins Worldwide Inc. (DE)................. Delaware Rapp Collins Worldwide Inc. (TX) 100% Doremus Holdings Corp............................ Delaware Registrant 100% Thomas A. Schutz Co., Inc........................ Delaware Registrant 100% Bernard Hodes Advertising Inc.................... Delaware Registrant 100% Merkley Newman Harty, Inc........................ Delaware Registrant 100% Rapp Collins Agency Group Inc.................... Delaware Registrant 100% Frank J. Corbett, Inc............................ Illinois Health & Medical Communications, Inc. 100% Rapp Collins Worldwide Inc. (IL)................. Illinois Rapp Collins Worldwide Inc. (TX) 100% Brodeur & Partners Inc........................... Massachusetts Registrant 100% Health & Medical Communications, Inc............. New York BBDO Worldwide Inc. 100% RC Communications, Inc........................... New York BBDO Worldwide Inc. 98% Gavin Anderson ShareholDer Targeting, Inc........ New York Gavin Anderson & Company Worldwide Inc. 100% Gavin Anderson & Company Inc..................... New York Gavin Anderson & Company Worldwide Inc. 100% Lavey/Wolff/Swift, Inc........................... New York Health & Medical Communications, Inc. 100% Interbrand Corporation........................... New York Interbrand Holdings Inc. 100% Harrison & Star, Inc............................. New York Registrant 100% Health Science Communications Inc................ New York Registrant 100% Harrison Star Wiener & Beitler Public Relations, Inc. New York Registrant 100% The Schechter Group Inc.......................... New York Registrant 100% Kallir, Philips, Ross, Inc....................... New York Registrant 100% TELERx Marketing, Inc............................ Pennsylvania Health & Medical Communications, Inc. 49% Rapp Collins Worldwide Inc. (TX)................. Texas Registrant 100% TP Flower Unit Trust S.A. (Sydney)............... Australia Gavin Anderson & Co. (Australia) Ltd. 100% KPR S.A.......................................... Belgium Kallir, Philips, Ross, Inc. 100% Promotess S.A.................................... Belgium Promotess Holdings S.A. 100% Promotess Holdings S.A........................... Belgium Registrant 100% Gavin Anderson & Co. (Australia) Ltd............. Cayman Islands Gavin Anderson & Company Worldwide Inc. 100% Gavin Anderson & Company (France) S.A............ France Gavin Anderson & Company Worldwide Inc. 100% Product Plus (France) S.A........................ France Product Plus (London) Ltd. 83% AZ Promotion - Moridis........................... France Registrant 40% Hagt, Stock-Schroer & Partner GmbH............... Germany BBDO GmbH 30% Advantage GmbH................................... Germany Doremus & Company 26% Gavin Anderson & Company Worldwide GmbH.......... Germany Gavin Anderson & Company Worldwide Inc. 100% Interbrand GmbH.................................. Germany Interbrand International Holdings BV 100% Gavin Anderson & Company (H.K.) Limited.......... Hong Kong Gavin Anderson & Company Worldwide Inc. 100% Product Plus (Far East) Ltd...................... Hong Kong Product Plus (London) Ltd. 83% Counter Products Marketing (Ireland) Ltd......... Ireland CPM Field Marketing Ltd. 100% Kabushiki Kaisha Interbrand Japan................ Japan Interbrand GmbH 26% Interbrand International Holdings BV 74% Rapp Collins Marcoa Mexico S.A. de C.V........... Mexico Rapp Collins Worldwide Inc. (TX) 100% Interbrand International Holdings BV............. Netherlands Interbrand Group plc. 100% Product Plus Iberica SA.......................... Spain Product Plus (London) Ltd. 83% SCHEDULE I page 9 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- David Douglass Associates Ltd.................... United Kingdom CPM Field Marketing Ltd. 100% Vandisplay Ltd................................... United Kingdom CPM Field Marketing Ltd. 25% Product Plus (London) Ltd........................ United Kingdom Davidson Pearce Group Ltd. 83% The Rapp Collins Partnership Ltd................. United Kingdom Davidson Pearce Group Ltd. 100% CPM Field Marketing (Operations) Ltd............. United Kingdom Davidson Pearce Group Ltd. 100% Medi Cine International plc...................... United Kingdom Diversified Agency Services Limited 100% Doremus & Co. Ltd................................ United Kingdom Diversified Agency Services Limited 100% Vox Prism International Ltd...................... United Kingdom Diversified Agency Services Limited 100% Omnicom UK Limited............................... United Kingdom Diversified Agency Services Limited 100% Countrywide Communications Group Limited......... United Kingdom Diversified Agency Services Limited 75% BMP Countrywide Limited.......................... United Kingdom Countrywide Communications Group Limited 71% Countrywide Communications (London) Limited...... United Kingdom Countrywide Communications Group Limited 75% Government Policy Consultants Limited............ United Kingdom Countrywide Communications Group Limited 42% Countrywide Communications Limited............... United Kingdom Countrywide Communications Group Limited 75% Countrywide Communications North Limited......... United Kingdom Countrywide Communications Group Limited 75% Countrywide Communications (Scotland) Limited.... United Kingdom Countrywide Communications Group Limited 56% Affinity Consulting Limited...................... United Kingdom Countrywide Communications Group Limited 75% Countrywide Employee Trust Limited............... United Kingdom Countrywide Communications Group Limited 75% VandenBurg Marketing Limited..................... United Kingdom Countrywide Communications Group Limited 75% Lynam Creasy Sponsorship Limited................. United Kingdom Countrywide Communications Group Limited 8% Affinity PIPR Consulting Limited................. United Kingdom Affinity Consulting Limited 25% First City/BBDO Ltd.............................. United Kingdom Diversified Agency Services Limited 60% First City Public Relations Ltd.................. United Kingdom Diversified Agency Services Limited 60% Bernard Hodes Advertising Ltd.................... United Kingdom Diversified Agency Services Limited 81% Omnicom Finance Ltd.............................. United Kingdom Diversified Agency Services Limited 100% Headway, Home and Law Publishing Group Ltd....... United Kingdom Diversified Agency Services Limited 82% Gavin Anderson (UK) Ltd.......................... United Kingdom Diversified Agency Services Limited 75% Clareville HHL Ltd............................... United Kingdom Headway, Home and Law Publishing Group Ltd. 74% Headway, Home and Law Publishing Ltd............. United Kingdom Headway, Home and Law Publishing Group Ltd. 82% Premier Magazines Limited........................ United Kingdom Headway, Home and Law Publishing Group Ltd. 40% Interbrand UK Ltd................................ United Kingdom Interbrand Group plc. 100% Markforce Associates Ltd......................... United Kingdom Interbrand Group plc. 100% Hoare Wilkins Ltd................................ United Kingdom Omnicom UK Limited 86% Colour Solutions Ltd............................. United Kingdom Omnicom UK Limited 100% Interbrand Group plc............................. United Kingdom Omnicom UK Limited 100% Macmillan Davies Consultants Ltd................. United Kingdom Omnicom UK Limited 100% Solutions in Media Ltd........................... United Kingdom Omnicom UK Limited 100% Davidson Pearce Group Ltd........................ United Kingdom Omnicom UK Limited 100% The Anvil Consultancy Ltd........................ United Kingdom Omnicom UK Limited 100% Macmillan Davies Advertising Ltd................. United Kingdom Omnicom UK Limited 100% WWAV Group plc................................... United Kingdom Omnicom UK Limited 100% Granby Marketing Services Ltd.................... United Kingdom Omnicom UK Limited 100% Specialist Publications (UK) Ltd................. United Kingdom Omnicom UK Limited 100% BMP DDB Needham Worldwide Ltd.................... United Kingdom Omnicom UK Limited 97% Paling Ellis/KPR Ltd............................. United Kingdom Omnicom UK Limited 100% CPM Field Marketing Ltd.......................... United Kingdom Omnicom UK Limited 100% Phoenix Travel (Paddington) Ltd.................. United Kingdom Omnicom UK Limited 50% Excel Plus Ltd................................... United Kingdom Product Plus (London) Ltd. 42% Diversified Agency Services Limited.............. United Kingdom Registrant 100% The Computing Group Ltd.......................... United Kingdom WWAV Group plc 86% WWAV (North) Ltd................................. United Kingdom WWAV Group plc 78% HLB Ltd.......................................... United Kingdom WWAV Group plc 100% Watson, Ward, Albert, Vandell Ltd................ United Kingdom WWAV Group plc 100% Hooton Schofield Ltd............................. United Kingdom WWAV Group plc 100% TBWA International Inc. ......................... Delaware TBWA International B.V. 100% SCHEDULE I page 10 PERCENTAGE OF VOTING JURISDICTION SECURITIES OF OWNING OWNED BY COMPANY INCORPORATION ENTITY REGISTRANT ------- ------------ ------- ---------- Grand Central Partners L.P....................... Missouri TBWA Advertising, Inc. 23% TBWA Switzer Wolfe Advertising Inc. ............. Missouri TBWA Advertising, Inc. 80% TBWA Advertising, Inc. .......................... New York TBWA International Inc. 100% TBWA/GBD Holdings, Inc........................... New York TBWA Advertising, Inc. 100% Beisler & Associates, Inc........................ New York TBWA Advertising, Inc. 100% TBWA CU Holdings, Inc............................ New York TBWA Advertising, Inc. 100% Lois Geller Direct, Inc.......................... New York TBWA Advertising, Inc. 100% GBB Advertising Co............................... New York TBWA/GBD Holdings, Inc. 51% Castle Underwood Advertising Co.................. New York TBWA CU Holdings, Inc. 70% TBWA S.A. (Brussels)............................. Belgium TBWA International B.V. 100% Illuco S.A. (Brussels)........................... Belgium TBWA S.A. (Brussels) 100% TBWA Reklamebureau A/S........................... Denmark TBWA International B.V. 9% TBWA de Plas S.A. (Paris)........................ France TBWA International B.V. 100% Offensive Media S.A.............................. France TBWA de Plas S.A. (Paris) 100% TBWA (Deutschland) Holding GmbH (Frankfurt)...... Germany TBWA International B.V. 100% TBWA Direct Werbeagentur GmbH ................... Germany TBWA (Deutschland) Holding GmbH (Frankfurt) 100% Eurospace Media GmbH............................. Germany TBWA (Deutschland) Holding GmbH (Frankfurt) 100% Mandel Und Wermier Agentur Fur Marketing Und Werbung GmbH.............................. Germany TBWA (Deutschland) Holding GmbH (Frankfurt) 25% TBWA Werbeagentur GmbH........................... Germany TBWA (Deutschland) Holding GmbH (Frankfurt) 100% AM-C Werbeagentur GmbH........................... Germany TBWA (Deutschland) Holding GmbH (Frankfurt) 100% TBWA Dusseldorf GmbH............................. Germany TBWA Werbeagentur GmbH 100% Graf Bertel Buczek GmbH.......................... Germany GBB Advertising Co. 51% TBWA Italia SpA (Milan).......................... Italy TBWA International B.V. 100% Group Services S.R.L............................. Italy TBWA Italia SpA (Milan) 100% Eurospace S.R.L.................................. Italy TBWA Italia SpA (Milan) 49% Ma.Ma.Fin S.R.L.................................. Italy TBWA Italia SpA (Milan) 100% Nadler & Larimer (Milan)......................... Italy Ma.Ma.Fin S.R.L. 60% TBWA Italia SpA (Milan) 40% TBWA International B.V........................... Netherlands Registrant 100% TBWA NETH-work B.V............................... Netherlands TBWA International B.V. 50% TISSA Holding B.V................................ Netherlands TBWA International B.V. 100% TBWA Groep B.V................................... Netherlands TISSA Holding BV 100% TBWA Reklame & Marketing B.V..................... Netherlands TBWA Groep BV 100% Multicom Direkt Marketing & Advertising B.V...... Netherlands TBWA Groep BV 100% Hunt Lascaris TBWA Holdings (Pty) Ltd............ South Africa TBWA International B.V. 20% TBWA Espana S.A.................................. Spain TBWA International B.V. 80% Ervaco/TBWA...................................... Sweden TBWA International B.V. 9% TBWA International A.G........................... Switzerland TBWA International B.V. 100% TBWA A.G. (Zurich)............................... Switzerland TBWA International A.G. 100% Floral Street Holdings Ltd....................... United Kingdom TBWA International B.V. 100% TBWA Holmes Knight Ritchie Ltd................... United Kingdom Floral Street Holdings Ltd. 100% TISSA Ltd........................................ United Kingdom Floral Street Holdings Ltd. 100% FSC Group Ltd.................................... United Kingdom TBWA Holmes Knight Ritchie Ltd. 92% Boxtech Ltd...................................... United Kingdom TBWA Holmes Knight Ritchie Ltd. 75% Rose Video Ltd................................... United Kingdom TBWA Holmes Knight Ritchie Ltd. 100%
SCHEDULE II Existing Indebtedness of Domestic Subsidiaries Outstanding Subsidiary Borrower Lender as of 3/31/94 - ------------------- ------ -------------- 1) BBDO Atlanta Inc. Centel 16,254 2) Rapp Collins Xerox 22,269 Marcoa Inc. 3) RC Communications Inc. Shima Seiki 50,000 4) Brodeur & Partners Northeast, Eaton, 99,570 Vector. -------- $188,093 ======== SCHEDULE III 1. Indebtedness outstanding under the Credit Agreement. 2. Indebtedness evidenced by the Guarantor's 6-1/2% Convertible Subordinated Debentures due 2004. 3. Indebtedness evidenced by the Guarantor's 4-1/2/6-1/4% Step-Up Convertible Subordinated Debentures due 2000. 4. Indebtedness having a maturity of one year or less incurred by the Borrower under committed or uncommitted lines of credit with one or more commercial banks. IRREVOCABLE LETTER OF CREDIT SWISS BANK CORPORATION New York Branch August 4, 1994 Irrevocable Letter of Credit No. S558978 Morgan Guaranty Trust Company of New York 60 Wall Street (36/60W) New York, New York 10260-0060 Attention: Commercial Paper Client Services Ladies and Gentlemen: At the request and on the instructions of our customer, Omnicom Finance Inc. (the "Company"), we (the "Bank") hereby establish in your favor this irrevocable Letter of Credit in the amount of $250,000,000 (hereinafter called the "Stated Amount"). This Letter of Credit is issued to you for the benefit of the holders of promissory notes (and only those notes) of the Company (the "Commercial Paper Notes") issued, authenticated and delivered by you as Issuing Agent pursuant to that certain Depositary Agreement dated as of August 2, 1988, and amended and restated as of July 15, 1994 (as amended from time to time, the "Depositary Agreement"), to which the Company and you are parties and to which we are a consenting party. Each Commercial Paper Note issued, authenticated and delivered by you under the Depositary Agreement shall be entitled to the benefits of this Letter of Credit, provided that such Commercial Paper Note is presented at your offices no later than the close of business of your Corporate Trust Department on the 15th day following the stated maturity date of such Commercial Paper Note (or, if such 15th day shall not be a Business Day, on the next Business Day following such date). Subject to the further provisions of this Letter of Credit, demands for payment may be made by you from time to time hereunder by presentation to us, at the Letter of Credit Department at our office located at 10 East 50th Street, New York, New York 10022 or at such other office in the City and State of New York as we may designate by written notice delivered to you, of your certificate on your letterhead in the form of Annex A hereto (a "Drawing Certificate"). Demand for payment may be made by you under this Letter of Credit at any time during our business hours at our aforesaid address on a Business Day (as hereinafter defined). If demand for payment is made by you hereunder at or prior to 10:00 A.M. (New York time) on any Business Day and provided that such demand for payment and the documents presented in connection therewith conform to the terms and conditions hereof, payment shall be made to you of the amount demanded, in immediately available funds, prior to 1:00 P.M. (New York time) on the same Business Day, by our depositing such funds in the special account no. 272-12-343 maintained by the Bank at your office specified above (the "L/C Account"). Only funds consisting of the general funds of the Bank shall be deposited in the L/C Account. Demand for payment hereunder honored by us shall not exceed the Stated Amount, as the Stated Amount may have been reinstated by us as in this paragraph provided. Subject to the preceding sentence, each drawing honored by us hereunder shall pro tanto reduce the Stated Amount, it being understood that after the effectiveness of any such reduction, you shall no longer have any right to make a drawing hereunder in respect of the amount so reduced. Upon repayment to us in full by the Company of amounts drawn hereunder, the Stated Amount shall automatically be reinstated by an amount equal to such drawing. If a Drawing Certificate presented by you hereunder does not, in any instance, conform to the terms and conditions of this Letter of Credit, we shall give you prompt notice that presentation was not effected in accordance with the terms and conditions of this Letter of Credit, stating the reasons therefor and that we are holding such Drawing Certificate at your disposal. Partial drawings are permitted under this Letter of Credit. This Letter of Credit shall expire at our close of business at our aforesaid address on the earlier to occur of the following dates: (i) June 30, 1997, or (ii) the date on which this Letter of Credit is surrendered by you to us in accordance with Section 3.01 of the Credit Agreement referred to in the Depositary Agreement. This Letter of Credit shall be promptly surrendered to us by you upon any expiration pursuant to the preceding sentence. As used herein the term "Business Day" means a day on which the office specified in the Commercial Paper Notes as the place of payment of such Commercial Paper Notes is open for business, on which the office of your Corporate Trust Department is open for business and on which we are open for the purpose of conducting our commercial banking business. This Letter of Credit is transferable in its entirety (but not in part) to the extent of the then available Stated Amount hereunder, to any transferee who has succeeded you as Depositary under the Depositary Agreement, and may be so successively transferred. Transfer of the available drawings under this Letter of Credit shall be effected by presentation to us of this Letter of Credit, accompanied by a certificate in the form of Annex B hereto attached, with the blanks therein completed in accordance with this Letter of Credit. Upon such presentation, we shall forthwith issue an irrevocable Letter of Credit in favor of such transferee in the form of this Letter of Credit, except that the amount available under such Letter of Credit shall be the then available Stated Amount. All documents presented to us in connection with any demand for payment hereunder, as well as all notices and other communications to us in respect of this Letter of Credit, shall be in writing and addressed and presented to us at our aforesaid address (including by way of facsimile at (212) 574-4657 or such other number as we shall notify you of in writing) and shall make specific reference to this Letter of Credit by number. Such documents, notices and other communications shall be personally delivered to us (including by way of facsimile as set forth in the preceding sentence), and marked "Urgent -- For Immediate Delivery". This Letter of Credit, except as otherwise expressly stated herein, is not transferable and, except as otherwise expressly stated herein, is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce, Publication No. 500 (the "Uniform Customs"). This Letter of Credit shall be deemed to be a contract made under the laws of the State of New York and shall, as to matters not governed by the Uniform Customs, be governed by and construed in accordance with the laws of said State. Very truly yours, SWISS BANK CORPORATION, NEW YORK BRANCH By /s/ Viken Najarian ------------------------- Viken Najarian Title: Associate Director Payment & Credit Services By /s/ Jane A. Majeski ------------------------- Jane A. Majeski Title: Director, Merchant Banking ANNEX A to Letter of Credit The undersigned, a duly authorized officer of Morgan Guaranty Trust Company of New York, does hereby certify that: 1. Morgan Guaranty Trust Company of New York, as fiduciary under the Depositary Agreement for the holders of the below-mentioned promissory notes (the "Commercial Paper Notes"), is making demand for payment in accordance with Letter of Credit No. S558979 dated August 4, 1994 (the "Letter of Credit") issued by Swiss Bank Corporation, New York Branch (the "Bank") to pay the face amount of the Commercial Paper Notes of Omnicom Finance Inc. (the "Company"), which Commercial Paper Notes were issued, authenticated and delivered by Morgan Guaranty Trust Company of New York under and in accordance with the Depositary Agreement referred to in the Letter of Credit. 2. The serial number, the date of issuance, the stated maturity date and the face amount of each Commercial Paper Note with respect to which demand for payment is being made hereunder are set forth in Schedule I attached hereto. {Each Commercial Paper Note referred to in the preceding sentence was issued prior to {insert Restatement Effective Date} and, accordingly, 88% of each such Commercial Paper Note constitutes Tranche A Commercial Paper and 12% of each such Commercial Paper Note constitutes Tranche B Commercial Paper.} {Each Commercial Paper Note referred to in the preceding sentence was issued on or after {insert Restatement Effective Date}, and also set forth on Schedule I attached hereto for each such Commercial Paper Note is whether such Commercial Paper Note is a Tranche A Commercial Paper Note or a Tranche B Commercial Paper Note.} (1) 3. Each Commercial Paper Note described in paragraph 2 above is scheduled to mature on the Business Day next following the date hereof or has matured on or prior to the date hereof, provided that, with respect to each such Commercial Paper Note that matured on or prior to the date hereof, no amount has previously - ------------- (1) Insert either first bracketed sentence or second bracketed sentence. ANNEX A Page 2 been demanded by Morgan Guaranty Trust Company of New York under the Letter of Credit. 4. The aggregate amount which is, or will on the next Business Day be, owing on account of the face amount of Commercial Paper Note or Commercial Paper Notes equals the total such amount specified on Schedule I attached hereto. 5. Demand for payment of such aggregate amount is made upon the Bank as issuer of the Letter of Credit. 6. Following the Bank's deposit to the L/C Account referred to in the Letter of Credit of the amount demanded under the Letter of Credit, Morgan Guaranty Trust Company of New York will apply the same directly to the payment of the balance owing on account of such Commercial Paper Notes upon or after their maturity, provided that Morgan Guaranty Trust Company of New York shall not pay any Commercial Paper Note with funds deposited in the L/C Account until such Commercial Paper Note is actually presented for payment, and at such time will only pay such Commercial Paper Note with such funds if it is then entitled to the benefits of the Letter of Credit. On the first Business Day upon which a Commercial Paper Note described in paragraph 2 above is no longer entitled to the benefits of the Letter of Credit, Morgan Guaranty Trust Company of New York shall, if such Commercial Paper Note was not presented to Morgan Guaranty Trust Company of New York for payment while entitled to the benefits of the Letter of Credit, pay the amount deposited by the Bank in the L/C Account in respect of such Commercial Paper Note, to the Bank as required by Section 1 of the Depositary Agreement. Except as provided above, no funds shall be removed or transferred by Morgan Guaranty Trust Company of New York from the L/C Account or applied by it for any purpose other than to pay such Commercial Paper Note or Commercial Paper Notes. 7. Following its payment of any Commercial Paper Note described in paragraph 2 above with funds in the L/C Account, Morgan Guaranty Trust Company of New York will deliver by hand to the Bank or in accordance with its instructions such Commercial Paper Note. ANNEX A Page 3 IN WITNESS WHEREOF, the undersigned has executed this certificate on ____________, 19__. MORGAN GUARANTY TRUST COMPANY OF NEW YORK By___________________________ Title: Attachment SCHEDULE I Serial Number of Commercial Date of Stated Paper Note(s) Issuance Face Amount Maturity Date Tranche - ------------- -------- ----------- ------------- ------- (List in tabular form required information for each Note) ANNEX B to Letter of Credit INSTRUCTION TO TRANSFER LETTER OF CREDIT __________, 19__ Irrevocable Letter of Credit No. ___________ Swiss Bank Corporation, New York Branch 10 East 50th Street New York, New York 10022 Attention: Letter of Credit Department --------------------------- Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ---------------------------- (Name of Transferee) ---------------------------- (Address) all rights of the undersigned beneficiary to draw under the above Letter of Credit (the "Letter of Credit") in its entirety. By this transfer, all rights of the undersigned beneficiary in the Letter of Credit are transferred to the transferee and the transferee shall hereafter have the sole rights as beneficiary thereof; provided, however, that no rights shall be transferred to a transferee unless such transfer complies with the requirements of the Letter of Credit pertaining to transfers. ANNEX B Page 2 The Letter of Credit is returned herewith and in accordance therewith we ask you to issue a new irrevocable letter of credit in favor of the transferee containing the same terms and provisions as the Letter of Credit except that the amount available under the new letter of credit will be the then available Stated Amount under the Letter of Credit, subject to reduction in accordance with the terms thereof. Very truly yours, _______________, as Depositary By_________________________

Basic Info X:

Name: SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Type: Credit Agreement
Date: Aug. 12, 1994
Company: OMNICOM GROUP INC.
State: New York

Other info:

Date:

  • Saturday
  • Sunday
  • last Business Day
  • first day thereafter
  • May 1 , 1996
  • June 30 , 1999
  • June 1
  • September 1 , 1993
  • 20th Business Day
  • June 2 , 1994
  • April 1 , 1994
  • June 29 , 1994
  • 20 19
  • June 30 , 1988
  • January 1 , 1993
  • March 31 , 1994
  • June 30 , 1994
  • December 31 , 1993
  • Banks no later than 10 days after the later
  • March 31 , June 30 , September 30
  • December 31 , 1988
  • October 1
  • last day of such fiscal quarter
  • August 2 , 1988
  • July 15 , 1994
  • June 30 , 1997
  • August 4 , 1994

Organization:

  • 2.02 Minimum Amount of Each Borrowing
  • 2.03 Notice of Borrowing
  • 2.12 Change of Applicable Lending Office
  • Issuance of Commercial Paper
  • 6.04 Opinions of Counsel
  • 10.11 Fundamental Change of Guarantor
  • 11.02 Nature of Duties
  • 11.03 Lack of Reliance
  • 12.16 Modification of Existing Credit Agreement
  • Principles of Construction
  • Bank 's Base Rate Lending Office
  • Eurodollar Lending Office
  • Federal Funds Rate
  • Federal Reserve Bank of New York
  • District of Columbia
  • Omnicom Group , Inc.
  • Pension Benefit Guaranty Corporation
  • Reference Banks for Dollar
  • Reference Bank or Reference Banks
  • DDB Needham Worldwide Group , Ltd.
  • MSW Rapp & Collins Group Ltd.
  • MSW Advertising Ltd.
  • Rapp & Collins Ltd.
  • BH Advertising Ltd.
  • vi Bernard Hodes Overton Ltd.
  • Terms of Revolving Credit
  • Bank 's Tranche B Participation Percentage
  • Bank 's Applicable Lending Office
  • Pro Rata Borrowings
  • Tranche B Loan Commitments
  • Notice of Borrowing or Notice of Conversion
  • Issuance of Initial Letter of Credit ; Substitute Letters of Credit
  • Letter of Credit Request
  • Letter of Credit Issuer the Amended and Restated Participation Agreement
  • Repay Disbursements Under Letter of Credit
  • Unpaid Drawings the Letter of Credit Issuer
  • Letter of Credit Issuer for Unpaid Drawings
  • Unutilized Commitment of such Bank
  • Termination of Commitments
  • Unutilized Total Tranche A Commitment
  • Unutilized Total Tranche B Commitment
  • Place of Payment
  • Applicable Lending Office of such Bank
  • Davis & Gilbert
  • Certificate of Incorporation
  • Existing Letter of Credit
  • Agent 's Notice Office
  • Corporate Power and Authority
  • Securities and Exchange Commission
  • Fiscal Years ; Fiscal Quarters
  • Chase Securities Inc.
  • Tranche B Commercial Paper
  • Agent 's Payment Office
  • Commitment Fees , Letter of Credit Fees
  • Make Payments in Dollars
  • Madison Avenue OMNICOM FINANCE INC.
  • Senior Vice Presdient & Manager Consented
  • Tranche A Loan Tranche B Name of Bank Commitment Loan Commitment
  • Name of Swiss Bank Corporation
  • 4th Floor Bank Grand Cayman Branch
  • Chase Manhattan Bank
  • Name of Same as Name of 50 South LaSalle Street Bank Bank Chicago
  • McCall SOCIETE GENERALE Same as Name of Societe Generale 50 Rockefeller Plaza Bank Grand Cayman New York
  • Pamela del Vecchio CITIBANK
  • Name of Same as Name of 399 Park Avenue Bank Bank 12th Floor
  • Name of Dresdner Bank AG
  • New York Branch Bank Grand Cayman Branch
  • Base Rate Eurodollar Name of Bank Lending Office Lending Office
  • MIDLAND BANK Marine Midland Bank Marine Midland Bank
  • Agency Servicing Agency Servicing CHEMICAL BANK Same as Name of Same
  • 5th Floor Bank Bank New York
  • Jordan Rednor CONTINENTAL BANK Same as Name of Same as Name of 231 S. LaSalle Street Bank Bank Chicago
  • Name of Same as Name of New York Branch Bank Bank 2 World Trade Center
  • Name of Same as Name of Three Mellon Bank Center Bank Bank Room
  • Covel UNION BANK OF SWITZERLAND Same as Name of Same as Name of New York Branch Bank Bank
  • Name of Same as Name of N.A
  • Bank Bank 191 Peachtree St. N.E
  • Name of 335 Madison Avenue Bank Bank 27th Floor
  • Equity Name of Subsidiary Incorporation Interests Therein
  • Proposed Borrowing of Eurodollar Rate Loans
  • Second Amended and Restated Credit Agreement
  • Second Amended and Restated Guaranty
  • Restated Depositary Agreement
  • Board of Governors of the Federal Reserve System
  • Material Domestic Subsidiary
  • White & Case
  • State of New York
  • State of Delaware
  • Standard & Poor 's Ratings Group
  • Goldman Sachs Money Markets
  • Chase Securities , Inc.
  • BBDO Atlanta , Inc.
  • BBDO Chicago , Inc.
  • OMNICOM FINANCE INC. Officers
  • Board of Directors of the Borrower
  • OMNICOM GROUP INC. Officers
  • Board of Directors of the Guarantor
  • SOCIETE GENERALE FINANCIAL CORP.
  • { Corporate Trust Department } of Morgan Guaranty Trust Company
  • Moody 's Investors < PAGE > EXHIBIT K Page 24 Service , Inc.
  • Certificate of Designation
  • Total Tranche A Loan Commitment
  • Total Tranche B Loan Commitment
  • Business Information Services
  • Letter of Credit Termination Date
  • New York Clearing House
  • Drawings Under Letter of Credit
  • Removal of Depositary
  • Commercial Paper Issuance Unit Tel
  • Commercial Paper Redemption Unit Tel
  • Commercial Paper Client Services Tel
  • Documentary Department Tel
  • John Train Title
  • Director Merchant Banking Confirmed
  • Algemene Bank Nederland N.V.
  • Christopher Noble Title
  • respective Other Party
  • Subrogation Trigger Date
  • United States Supreme Court
  • Restatement Effective Date
  • Omnicom Management , Inc.
  • Board of Governors of the Federal Reserve Board
  • Default or Event of Default
  • Internal Revenue Service
  • BBDO Nederland B.V.
  • ABN AMRO Bank N.V.
  • Total Consolidated Indebtedness to Total Consolidated Capitalization
  • Standard & Poor's Corporation
  • Moody 's Investors Service , Inc.
  • Foreign Cash Equivalents
  • Omnicom Finance Ltd.
  • BBDO Chicago Inc.
  • BBDO Detroit Inc.
  • Alcone Sims O'Brien Inc.
  • Frank J. Corbett Inc.
  • Kallir Philips Ross , Inc.
  • Moody 's Investors Services , Inc.
  • Standard & Poor 's Corporation
  • Consolidated Net Income of the Guarantor
  • Southern District of New York
  • Omnicom Management Inc.
  • Altschiller Reitzfeld Inc
  • California Goodby , Berlin & Silverstein Holdings Inc.
  • Georgia BBDO Worldwide Inc.
  • BBDO International Inc
  • Clemenger Perth Pty
  • Clemenger Adelaide Pty
  • HCL Group Pty
  • Clemenger Sydney Pty
  • Port Productions Pty
  • Clemenger Brisbane Pty
  • Clemenger Direct Response Pty
  • Clemenger Tasmania Pty
  • Clemenger Melbourne Pty
  • Austria TEAMBBDO Werbeagentur Ges
  • Sponsoring & Event Marketing S.A
  • Media Team Planning S.A
  • Morael & Partners S.A
  • Moors Bronselaer S.A
  • BBDO Belgium S.A.
  • RPV Comunicacoes Ltda
  • Brazil ALMAPBBDO Comunicacoes Ltda
  • Stringham & Grant Tandy
  • .. Canada BBDO Canada Inc.
  • BBDOCNUAC Advertising Co. Ltd
  • Costa Rica BBDO Worldwide Inc.
  • BBDO Business Communications AS
  • BBDO Denmark AS
  • Egypt ImpactBBDO International Ltd.
  • El Salvador GarnierBBDO Inc. S.A.
  • AKTBBDO Business Communications OY
  • Finland Bookkeeper Investment OY
  • Optimum Media S.A
  • France La Compagnie S.A.
  • Klewes Public Relations GmbH
  • Klewes & Partner Umwelt- kommunikation GmbH
  • Germany Kohtes & Klewes GmbH
  • Claus Koch Corp. Communications GmbH
  • Direct Marketing GmbH
  • BBDO Business Communications GmbH
  • BBDO Dusseldorf GmbH
  • Hildmann & SchneiDer GmbH
  • der Alster GmbH
  • Germany Economia Holding GmbH
  • Stein Promotions GmbH
  • Stein Promotion Management Group GmbH
  • Germany Stein Holding GmbH
  • Media Partnership S.A.
  • BBDO Business Communications S.A
  • Greece BBDO Group S.A.
  • Lamda Alpha S.A
  • Guatemala GarnierBBDO Inc. S.A.
  • Honduras GarnierBBDO Inc. S.A.
  • Media Partnership S.p.A
  • Lebanon ImpactBBDO International Ltd.
  • BBDO Malaysia Sdn Bhd
  • Perik Landewe & Partners
  • BBDO BC B.V.
  • BBDO Nederlands B.V.
  • Media Direction Netherlands
  • Netherlands FHVBBDO B.V.
  • New Zealand Clemenger BBDO Ltd.
  • Colenso Communications Ltd
  • HKM Advertising Ltd.
  • Marcoa Direct Ltd.
  • New Zealand ClemengerBBDO Ltd
  • BBDO Nicaragua S.A
  • Nicaragua GarnierBBDO Inc. S.A. 25 % Jenssen & Borkenhagen AS
  • Norway Jenssen & Borkenhagen AS
  • Panama GarnierBBDO Inc. S.A.
  • PACBBDO Worldwide Inc
  • BBDO Portugal Agencia de Publicidade
  • Consultores de Relaciones Publicas , Inc
  • Headline Public Relations & Promotions
  • BBDO Puerto Rico Inc.
  • Saudi Arabia ImpactBBDO International Ltd.
  • BBDO Singapore Pte Ltd
  • TiempoBBDO Madrid S.A
  • Extension Madrid S.A
  • Spain TiempoBBDO S.A.
  • Sweden Ehrenstrahle & Co.
  • Sweden HLRBBDO Reklambyra A.B
  • Gester & Co.
  • BBDO Asia Pacific Ltd.
  • Turkey Alice Marketing Communication Services
  • United Arab Emirates ImpactBBDO International Ltd.
  • Abbott Mead Vickers
  • United Kingdom BBDO Worldwide Inc.
  • Uruguay David RattoBBDO S.A.
  • Milici Valenti Gabriel DDB Needham Inc
  • Delaware DDB Needham Worldwide Inc.
  • Delaware Omnicom International Inc.
  • Focus Agency Inc
  • Delaware DDB Needham Chicago Inc.
  • Puskar Gibbon Chapin Inc
  • Texas Tracy-Locke Inc.
  • Needham Brisbane Pty
  • Australia DDB Needham Melbourne Pty
  • Graphique Nominees Pty
  • K & Z Marketing Group Pty
  • Needham Adelaide Pty
  • Needham Sydney Pty
  • Nowland Robinson Partners Adv
  • Austria DDB Needham Heye & Partner GmbH
  • Austria DDB Needham Heye & Partner Werbeagentur GmbH
  • DDB Needham International Inc.
  • Belgium DDB Needham Worldwide , Inc.
  • Optimum Media Team S.A
  • Marketing Power Rapp & Collins S.A
  • Needham Worldwide Brazil Ltda
  • Brazil DDB Needham Worldwide Inc.
  • Omnicom Canada Inc
  • Canada Registrant 100 % Beijing DDB Needham Advertising Co. Ltd
  • Needham Denmark AS
  • Estonia Brand Sellers DDB Needham OY
  • Finland DDB Needham Scandinavia AS
  • France AZ Editions S.A.
  • DDB Lille S.A
  • DDB Needham Trade S.A.
  • Needham GIE S.A
  • Colin Guittard Nazaret S.A
  • Needham Worldwide Europe S.A.
  • Intermail Rapp & Collins S.A
  • France DDB Needham Worldwide Communication S.A.
  • Force Directe S.A
  • Marketic Conseil S.A
  • France Maphi S.A.
  • France Moda S.A.
  • France Productions 32 S.A.
  • Perre Contact S.A
  • France SFV S.A.
  • Media Direction GmbH
  • BBDO GmbH & Partner KG
  • DDB Needham Beteiligungsgesellschaft GmbH Germany Communication Management GmbH Dusseldorf
  • Germany Communication Management GmbH Dusseldorf 99 % DeHaas & Partner Werbeagentur GmbH
  • Germany Communication Management GmbH Dusseldorf 79 % Fritsch Heine Rapp & Collins GmbH
  • Germany Communication Management GmbH Dusseldorf 48 % Heye & Partner GmbH
  • Germany DDB Needham Worldwide Partners , Inc.
  • Data Direct Rapp & Collins GmbH
  • Germany Fritsch Heine Rapp & Collins GmbH
  • Heye Management Service
  • Germany Heye & Partner GmbH
  • Camera Uno GmbH
  • Germany Service Company GmbH
  • Germany Wensauer DDB Needham Beteiligungsgesellschaft GmbH
  • Germany Wensauer DDB Needham GmbH
  • Greece DDB Needham Holding S.A.
  • Tempo Hellas S.A
  • Inno Rapp & Collins S.A
  • Greece Olympic DDB Needham S.A.
  • Brilliant Shine Development Ltd
  • Hong Kong Bentley DDB Needham Public Relations , Ltd.
  • DDB Needham Public Relations Ltd.
  • Delta Group Ltd
  • Integrated Marketing Services Ltd
  • Hungary DDB Needham Heye & Partner Werbeagentur GmbH
  • MUDRA Communications Ltd
  • India DDB Needham Worldwide Partners , Inc.
  • Italy Verba DDB Needham S.R.L
  • Dai Ichi Kikaku Rapp & Collins Direct Marketing Co. , Ltd. Japan DDB Needham Worldwide Inc.
  • DDB Needham Japan Inc
  • Naga DDB Needham Dik SDN BHD
  • DDB Needham Worldwide S.A. de C.V.
  • Wijk Project House
  • Netherlands DDB Needham Worldwide Partners , Inc.
  • Netherlands DDB B.V.
  • Needham New Zealand Ltd
  • New Zealand DDB Needham Worldwide Ltd.
  • Needham WW Ltd
  • New Zealand DDB Needham Worldwide Pty
  • DDB Needham Holding B.V.
  • DDB Needham Holding Norway AS
  • Philippines DDB Needham Asia Pacific Ltd.
  • DDB Needham Worldwide & Guerreiro
  • Publicidade S.a Portugal Registrant
  • Needham Worldwide GAF Pte
  • Slovak Republic DDB Needham Worldwide Partners , Inc.
  • Spain Rapp & Collins S.A.
  • BBDO Espana S.A.
  • Toda Copia S.A
  • Sweden Carlsson & Broman DDB Needham Worldwide A.B
  • Sweden DDB Needham Worldwide Partners , Inc.
  • Needham Holding A.G.
  • Quadri & Partner Ag
  • Switzerland Heye & Partner GmbH
  • Needham Worldwide Taiwan Ltd
  • Taiwan DDB Needham Asia Pacific Ltd.
  • Needham Thailand Ltd
  • Thailand DDB Needham Worldwide Partners , Inc.
  • Far East Advertising Co. Ltd.
  • Gurian & Mazzei , Inc
  • California Health & Medical Communications , Inc.
  • Kerzner & Radcliffe , Inc
  • California Registrant 100 % Doremus & Company
  • Delaware BBDO Worldwide Inc.
  • Delaware Doremus Holdings Corp.
  • Porter Novelli Inc
  • Delaware Doremus & Company
  • HHL Publishing Inc
  • Delaware Interbrand Group plc
  • Delaware Rapp Collins Worldwide Inc.
  • Thomas A. Schutz Co.
  • Delaware Registrant 100 % Bernard Hodes Advertising Inc
  • Rapp Collins Agency Group Inc
  • Illinois Health & Medical Communications , Inc.
  • Illinois Rapp Collins Worldwide Inc.
  • Brodeur & Partners Inc
  • Massachusetts Registrant 100 % Health & Medical Communications
  • Gavin Anderson ShareholDer Targeting
  • Gavin Anderson & Company Inc
  • New York Gavin Anderson & Company Worldwide Inc.
  • New York Health & Medical Communications , Inc.
  • New York Interbrand Holdings Inc.
  • Harrison & Star
  • New York Registrant 100 % Health Science Communications Inc
  • Harrison Star Wiener & Beitler Public Relations , Inc. New York Registrant
  • Schechter Group Inc
  • Pennsylvania Health & Medical Communications , Inc.
  • Flower Unit Trust S.A.
  • Australia Gavin Anderson & Co. Australia Ltd.
  • Belgium Promotess Holdings S.A.
  • Cayman Islands Gavin Anderson & Company Worldwide Inc.
  • Gavin Anderson & Company France S.A
  • France Gavin Anderson & Company Worldwide Inc.
  • France Product Plus London Ltd.
  • Stock-Schroer & Partner GmbH
  • Germany Doremus & Company 26 % Gavin Anderson & Company Worldwide GmbH
  • Germany Gavin Anderson & Company Worldwide Inc.
  • Gavin Anderson & Company H.K
  • Hong Kong Gavin Anderson & Company Worldwide Inc.
  • Hong Kong Product Plus London Ltd.
  • Ireland CPM Field Marketing Ltd.
  • Kabushiki Kaisha Interbrand
  • Rapp Collins Marcoa Mexico S.A.
  • Mexico Rapp Collins Worldwide Inc.
  • Interbrand International Holdings BV
  • % Product Plus Iberica SA
  • Spain Product Plus London Ltd.
  • David Douglass Associates Ltd
  • United Kingdom CPM Field Marketing Ltd.
  • Rapp Collins Partnership Ltd
  • CPM Field Marketing Operations Ltd
  • United Kingdom Davidson Pearce Group Ltd.
  • Medi Cine International plc
  • United Kingdom Diversified Agency Services Limited 100 % Doremus & Co. Ltd
  • Vox Prism International Ltd
  • Countrywide Communications London Limited ... ... United Kingdom Countrywide Communications Group Limited
  • Countrywide Communications North
  • United Kingdom Affinity Consulting Limited
  • First CityBBDO Ltd
  • First City Public Relations Ltd
  • Bernard Hodes Advertising Ltd
  • Gavin Anderson UK Ltd
  • Law Publishing Ltd
  • United Kingdom Headway
  • Law Publishing Group Ltd.
  • Interbrand UK Ltd
  • % Markforce Associates Ltd
  • United Kingdom Interbrand Group plc
  • % Hoare Wilkins Ltd
  • Colour Solutions Ltd
  • Macmillan Davies Consultants Ltd
  • Anvil Consultancy Ltd
  • Macmillan Davies Advertising Ltd
  • United Kingdom Omnicom UK Limited 100 % Granby Marketing Services Ltd
  • United Kingdom Product Plus London Ltd.
  • United Kingdom Registrant
  • Computing Group Ltd
  • Hooton Schofield Ltd
  • United Kingdom WWAV Group plc
  • Grand Central Partners L.P
  • TBWA Switzer Wolfe Advertising Inc.
  • Missouri TBWA Advertising , Inc.
  • TBWA International Inc.
  • Beisler & Associates
  • New York TBWA Advertising , Inc.
  • New York TBWAGBD Holdings , Inc.
  • Castle Underwood Advertising Co
  • Denmark TBWA International B.V.
  • France TBWA International B.V.
  • France TBWA de Plas S.A.
  • TBWA Deutschland Holding GmbH
  • Mandel Und Wermier Agentur Fur Marketing Und Werbung GmbH
  • TBWA Dusseldorf GmbH
  • Germany TBWA Werbeagentur GmbH
  • Germany GBB Advertising Co.
  • TBWA International B.V. 100 % Group Services
  • Nadler & Larimer Milan
  • TBWA Italia SpA Milan
  • Netherlands TBWA International B.V.
  • Netherlands TISSA Holding BV
  • TBWA Reklame & Marketing
  • Multicom Direkt Marketing & Advertising
  • Netherlands TBWA Groep BV
  • TBWA Holdings Pty Ltd
  • TBWA Espana S.A
  • Sweden TBWA International B.V.
  • TBWA International A.G.
  • United Kingdom TBWA International B.V.
  • United Kingdom Floral Street Holdings Ltd.
  • FSC Group Ltd
  • United Kingdom TBWA Holmes Knight Ritchie Ltd.
  • BBDO Atlanta Inc. Centel
  • Rapp Collins Xerox 22,269 Marcoa Inc. 3 RC Communications Inc. Shima Seiki 50,000 4 Brodeur & Partners Northeast
  • Letter of Credit Department
  • International Chamber of Commerce
  • Associate Director Payment & Credit Services
  • Commercial Paper Notes of Omnicom Finance Inc.
  • Each Commercial Paper Note
  • Morgan Guaranty Trust Company of New York
  • Serial Number of Commercial Date of Stated Paper Note
  • Issuance Face Amount Maturity Date Tranche

Location:

  • U.K.
  • L.P.
  • Pro Rata
  • Manhattan Plaza Cayman Island Branch New York
  • Buffalo
  • Illinois
  • Pittsburgh
  • Delaware
  • 2 York
  • U.S.
  • A.M. New York
  • P.M. New York City
  • MANHATTAN BANK
  • GEORGIA
  • Guaranty
  • United States of America
  • New York Branch
  • California
  • Atlanta
  • Chicago
  • Detroit
  • Argentina
  • Melbourne
  • Brisbane
  • Brazil
  • Chile
  • Zagreb
  • Croatia
  • Berlin
  • Hamburg
  • Guatemala
  • India
  • Mexico
  • B.V.
  • Auckland
  • Norway
  • Peru
  • Warsaw
  • Ltda
  • Romania
  • Russia
  • Singapore
  • Madrid
  • Stockholm
  • Sweden
  • A.G.
  • Venezuela
  • Hawaii
  • Washington
  • Austria
  • Needham Bulgaria
  • Prague
  • Denmark
  • Needham Scandinavia
  • Needham Estonia
  • Dusseldorf
  • Ludwigsburg
  • Greece
  • Taiwan
  • Budapest
  • Korea
  • Malaysia
  • Australia
  • Poland
  • Hong Kong Ltd.
  • Needham Worldwide Bratislava
  • S.A.
  • Spain
  • Thailand
  • Texas
  • Sydney
  • France
  • London
  • Scotland
  • Inc.
  • Belgium
  • Brussels
  • Paris
  • Germany
  • Frankfurt
  • Italy
  • South Africa
  • Switzerland
  • Zurich
  • Eaton
  • City and State of New York

Money:

  • $ 160,000,000
  • $ 1,000,000
  • $ 3,000,000
  • $ 2,000,000
  • $ 5,000,000
  • $ 0 $ 30,000,000
  • $ 30,000,000 $ 0 SOCIETE GENERALE $ 30,000,000 $ 0
  • $ 15,000,000 $ 0
  • $ 10,000,000 $ 0
  • $ 220,000,000 $ 30,000,000
  • $ No
  • $ 1,000.00
  • $ 100,000.00
  • $ .50
  • $ 20,000,000
  • $ 500,000,000
  • $ 188,093
  • $ 250,000,000

Person:

  • Morgan
  • Jane A Majeski
  • s D. Linda Scheuplein
  • Jane Majeski
  • Bruce Langenkamp Bank
  • Pascale Hainline
  • Dorothea Thomas DRESDNER BANK AG
  • Lora Lam
  • Beth Weiss
  • Ruth Gross
  • Mark Nolan MELLON BANK
  • Walter R. Gillikin WESTPAC
  • Renata Jacobson
  • Alcone Sims O'Brien
  • Bearer
  • Denis Streiff
  • James C. McCall
  • William A. Sinsigalli
  • Laura G. Fazio
  • Janet T. Marple
  • Eric Huttner
  • s D. Slusarczyk
  • Ernest Fung
  • Gregory J. Arek
  • Thomas J. Cox
  • Ruth E. Gross
  • Yoshihiko Shiotsugu
  • Diane P. Durnin
  • Daniel H. Perron
  • Daniel R. Strickford
  • Samuel P. Moss
  • s Christopher Noble
  • Fred J. Meyer
  • Dennis E. Hewitt
  • Sean M. Harrigan
  • Silverstein
  • Alberto H. Garnier
  • Heuser
  • Mayer
  • Baumann
  • Collins
  • Singapore Doyle Dane Bernbach
  • California Kallir
  • Merkley Newman Harty
  • Frank J. Corbett
  • Belgium Kallir
  • Bertel Buczek
  • Viken Najarian
  • Jane A. Majeski

Time:

  • 1:00 P.M.

Percent:

  • 0.400 %
  • 0.450 %
  • 66-23 %
  • 0.175 %
  • 0.200 %
  • 0.40 %
  • 0.45 %
  • 0 % 100 %
  • 13.63638 % 0 %
  • 6.81818 % 0 %
  • 4.54545 % 0 %
  • 86.36363 % 100 %
  • 37 %
  • 87 %
  • 62 %
  • 69 %
  • 35 %
  • 64 %
  • 32 %
  • 39 %
  • 24 %
  • 47 %
  • 59 %
  • 67 %
  • 61 %
  • 72 %
  • 53 %
  • 16 %
  • 66 %
  • 65 %
  • 34 %
  • 76 %
  • 17 %
  • 22 %
  • 36 %
  • 90 %
  • 99 %
  • 13 %
  • 46 %
  • 55 %
  • 68 %
  • 33 %
  • 19 %
  • 28 %
  • 85 %
  • 79 %
  • 84 %
  • 11 %
  • 27 %
  • 77 %
  • 44 %
  • 21 %
  • 15 %
  • 10 %
  • 98 %
  • 30 %
  • 26 %
  • 83 %
  • 71 %
  • 56 %
  • 81 %
  • 74 %
  • 82 %
  • 97 %
  • 42 %
  • 86 %
  • 78 %
  • 70 %
  • 25 %
  • 51 %
  • 49 %
  • 60 %
  • 20 %
  • 80 %
  • 92 %
  • 6-12 %
  • 4-126-14 %
  • 88 %