THIS CREDIT AGREEMENT is dated 25th October, 1999 between:

(1)      GETTY IMAGES, INC. a company incorporated under the laws of Delaware,
         United States of America with its principal office at 701 N. 34th
         Street, Suite 400, Seattle, Washington 98103, United States of America
         (the "PARENT");

(2)      THE COMPANIES listed in Part I of Schedule 1 as borrowers (in this
         capacity together with the Parent each an "ORIGINAL BORROWER");

(3)      THE COMPANIES listed in Part II of Schedule 1 as guarantors (in this
         capacity each an "ORIGINAL GUARANTOR");

(4)      HSBC INVESTMENT BANK plc as arranger (in this capacity the "ARRANGER");

(5)      THE FINANCIAL INSTITUTIONS listed in Schedule 2 as Banks;

(6)      HSBC INVESTMENT BANK plc as facility agent for the Banks (in this
         capacity the "FACILITY AGENT");

(7)      HSBC INVESTMENT BANK plc as security agent and trustee for the Banks
         (in this capacity the "SECURITY AGENT"); and

(8)      HSBC BANK plc as overdraft bank (in this capacity the
         "OVERDRAFT BANK").

IT IS AGREED as follows:

1.       INTERPRETATION

1.1      DEFINITIONS

         In this Agreement terms defined above or in Clause 20 (Financial
         Covenants) have the same meaning when used in this Agreement and:

         "ACCOUNTING DATE" means each 31st March, 30th June, 30th September and
         31st December, save as any such date may be adjusted with the agreement
         of the Facility Agent to avoid an Accounting Date falling on a day
         which is not a Business Day and/or to ensure that all Accounting Dates
         fall on the same day of the week.

         "ACCOUNTING PERIOD" in relation to any person means any period of
         approximately one month, three months or one year for which Accounts of
         such person are required to be prepared ending, in the case of each
         three months and each one year period, on an Accounting Date.

         "ACCOUNTS" means at any time the latest audited or unaudited, as the
         case may be, monthly, quarterly, or annual consolidated accounts of the
         Group and any other accounts (whether consolidated or unconsolidated)
         of any member of the Group in each case delivered or required to be
         delivered to the Facility Agent pursuant to this Agreement, as the
         context requires.
<PAGE>   2

         "ACQUIRED ASSETS" means the shares to be acquired by the Parent and/or
         such directly or indirectly wholly owned subsidiary as the Parent may
         designate and notify to the Facility Agent pursuant to the terms of the
         Acquisition Agreements and all other rights, assets and liabilities
         (tangible and intangible, present and future, actual and contingent),
         acquired or assumed to be acquired by the Parent and/or such directly
         or indirectly wholly owned subsidiary as the Parent may designate (and
         notify to the Facility Agent) pursuant to the Acquisition Agreements.

         "ACQUISITION" means the acquisition of any interest in the share
         capital (or equivalent) or in the business or undertaking of any
         company or other person other than the Parent (including, without
         limitation, any partnership or joint venture).

         "ACQUISITION AGREEMENTS" means the Stock Purchase Agreement and all
         transfers and other instruments entered into pursuant thereto.

         "ACQUISITION COSTS" means all fees, costs and expenses incurred by the
         Parent and/or such directly or indirectly wholly owned subsidiary as
         the Parent may designate and notify to the Facility Agent in connection
         with the negotiation, preparation, execution, registration and
         performance of the Acquisition Agreements.

         "ADDITIONAL BORROWER" means a member of the Group which becomes a
         Borrower in accordance with Clause 17.1 (Additional Borrowers).

         "ADDITIONAL GUARANTOR" means a member of the Group which becomes a
         Guarantor in accordance with Clause 17.2 (Additional Guarantors).

         "ADVANCE" means the principal amount of each borrowing under this
         Agreement from the Tranche A Commitments (a "TRANCHE A ADVANCE") or the
         principle amount thereof outstanding from time to time.

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

         "AGENT" means the Facility Agent or the Security Agent, as the context
         requires.

         "AGENT'S SPOT RATE OF EXCHANGE" with respect to any Optional Currency
         on any day, means the spot rate of exchange as determined by the
         Facility Agent for the purchase of the appropriate amount of such
         Optional Currency with Dollars in the London Foreign Exchange Market in
         the ordinary course of business at or about 10.00 a.m. on the day in
         question.

         "ANNIVERSARY" means an anniversary of the Signing Date.

         "APPLICABLE ACCOUNTING PRINCIPLES" means (i) in respect of any Accounts
         or projections of the Parent or of the Group as a whole delivered under
         this Agreement, the accounting principles and practices generally
         accepted as at the date hereof in the United States of America, and
         (ii) in respect of any other Accounts or projections, the accounting
         principles and practices generally accepted as at the date hereof in
         the country in which the company or Holding Company concerned is
         incorporated.


<PAGE>   3

         "APPLICABLE MARGIN" means at any time, the percentage rate per annum
         determined at such time to be the applicable margin in accordance with
         Clause 8.5 (Applicable Margin and commitment fee)

         "AUDITORS" means PricewaterhouseCoopers or such other firm of
         independent public accountants of international standing which is
         agreed between the Parent and the Facility Agent, to audit the annual
         Accounts of the Parent.

         "AVAILABLE FACILITY AMOUNT" means the amount of the Total Commitment
         less the aggregate amount of the Original Dollar Amounts of the then
         outstanding Advances, at such time taking into account any Advances
         scheduled to be made, repaid or prepaid assuming that the same occurs
         when due.

         "AVAILABILITY PERIOD" means the period from the date of this Agreement
         to close of business in London on the Final Maturity Date (both dates
         included).

         "BANK" means each bank, trust, fund or other financial institution
         whose name is set out in Schedule 2 or to which rights and/or
         obligations under this Agreement are assigned or transferred pursuant
         to Clause 28.2 (Transfers by Banks) or which assumes rights and
         obligations pursuant to a Novation Certificate provided that upon (i)
         termination in full of all the Commitments of any such bank, trust,
         fund or financial institution (and for these purposes the Commitment of
         any Bank which assigns, transfers or novates all of its rights and/or
         obligations in accordance with clauses 28.2 (Transfers by Banks) and
         28.3 (Procedure for Novation) shall be deemed to have been terminated
         in full), and (ii) irrevocable payment in full of all amounts which may
         be or become payable to such bank, trust, fund or financial institution
         in any and all capacities under the Finance Documents, such bank,
         trust, fund or financial institution shall not be regarded as being a
         Bank for the purposes of determining whether any provision of any of
         the Finance Documents requiring consultation with or the consent or
         approval of or instructions from the Banks or the Majority Banks has
         been complied with.

         "BASE FINANCIAL STATEMENTS" means:

         (a)      the audited consolidated accounts dated as at and for the year
                  ended 31st December, 1998, and unaudited consolidated
                  management accounts for the period of 6 months to 30th June,
                  1999, of The Image Bank Inc. and its Subsidiaries; and

         (b)      the unaudited consolidated accounts dated as at and for the
                  year ending 31st December, 1998, and unaudited consolidated
                  management accounts for the period of 6 months to 30th June,
                  1999, for The Image Bank France S.A. and its Subsidiaries.

         "BORROWER" means an Original Borrower and any Additional Borrower.

         "BORROWER ACCESSION AGREEMENT" means a letter substantially in the form
         of Part II of Schedule 5 with such amendments as the Facility Agent may
         approve or reasonably require.

         "BORROWINGS" means (calculated without any double counting) any
         indebtedness (including any interest and other charges relating
         thereto) in respect of:

         (a)      moneys borrowed or raised and debit balances at banks;


<PAGE>   4

         (b)      any debenture, bond, bill, note, loan stock or other security;

         (c)      any acceptance or documentary credit;

         (d)      receivables sold or discounted (otherwise than on a
                  non-recourse basis);

         (e)      the acquisition cost of any asset or service to the extent
                  payable before or after the time of acquisition or possession
                  by the party liable where the advance or deferred payment (i)
                  is arranged primarily as a method of raising finance or
                  financing the acquisition of that asset or (ii) is normal in
                  the trade concerned and the advance is paid more than 180 days
                  before, or the deferred payment is paid more than 180 days
                  after, the due date of acquisition or possession of such
                  asset;

         (f)      finance leases and hire purchase and other arrangements
                  treated as finance leases in accordance with the Applicable
                  Accounting Principles;

         (g)      currency or interest rate swap, cap, collar or hedging
                  arrangements or financial futures transactions;

         (h)      any other transaction having the commercial effect of a
                  borrowing (whether involving money or commodities); or

         (i)      any guarantee, indemnity, letter of credit or similar
                  assurance against financial loss of any person in respect of
                  any indebtedness falling within paragraphs (a) to (h)
                  inclusive and any legally binding agreement to maintain the
                  solvency of any person whether by investing in, lending to or
                  purchasing any assets of such person to the extent that the
                  same are treated as borrowings in accordance with Applicable
                  Accounting Principles,

         provided that for the purposes of the calculation of Consolidated Total
         Borrowings (as defined in Clause 20.1 (Financial Definitions)) items
         falling within paragraph (g) shall be excluded, and for the purposes of
         Clause 21.1(d) (Cross-default) items falling within paragraph (g) shall
         only be included to the extent of the net amount owing to any
         counterparty under any such transaction (to the extent that the
         underlying contract provides for net payments).

         "BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which
         banks and foreign exchange markets are open for business in London and:

         (a)      (i)      if a payment or other transaction in Dollars is
                           required, in New York; or

                  (ii)     if a payment or other transaction involving an
                           Optional Currency (other than euros) is required, in
                           the principal financial centre of the country of that
                           Optional Currency; or

         (b)      if a payment or other transaction involving euros is required,
                  a day on which the Trans-European Automated Real-Time Gross
                  Settlement Express Transfer system (TARGET) is operating (or,
                  if such clearing system ceases to be operative, such other




<PAGE>   5

                  clearing system (if any) determined by the Facility Agent to
                  be a suitable replacement).

         "CAPITAL EXPENDITURE" means any expenditure which is treated as capital
         expenditure in the audited consolidated Accounts of the Group in
         accordance with the Applicable Accounting Principles.

         "CASH EQUIVALENT INVESTMENTS" means:

         (a)      debt securities (denominated in Dollars, Sterling or another
                  Optional Currency) issued or guaranteed by the government of
                  the country of the currency concerned having not more than 6
                  months to final maturity and which are not convertible into
                  any other form of security;

         (b)      debt securities (denominated in Dollars, Sterling or another
                  Optional Currency) which have not more than 60 days to final
                  maturity, are not convertible into any other form of security,
                  are rated at least P1 (Moody's Investors Services Inc.) or A-1
                  (Standard & Poor's Corporation) and are not issued or
                  guaranteed by any member of the Group; or

         (c)      such other securities (if any) as are approved as such in
                  writing by the Facility Agent.

         "CHIEF EXECUTIVE OFFICER" means the chief executive officer of the
         Parent from time to time.

         "CHIEF FINANCIAL OFFICER" means the chief financial officer of the
         Parent from time to time.

         "CLOSING DATE" means the date on which the TIB Acquisition completes in
         accordance with Section 2.5 of the Stock Purchase Agreement.

         "COMMITMENT" means in relation to a Bank, its Tranche A Commitment as
         reduced or increased from time to time pursuant to any Novation
         Certificate or other transfer under Clause 28.2 (Transfers by Banks) to
         which such Bank is party, and to the extent not otherwise cancelled,
         reduced or terminated under this Agreement.

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

         "DEFAULT" means an Event of Default or an event which, with the giving
         of notice, lapse of time or fulfilment of any other applicable
         condition stated in any Finance Document or combination of the
         foregoing would constitute an Event of Default, provided that any such
         event which requires the satisfaction of a condition as to materiality
         before it becomes an Event of Default shall not be a Default until that
         condition is satisfied.

         "DOLLARS" and "U.S.$" means the lawful currency for the time being of
         the United States of America.


<PAGE>   6

         "DOLLAR EQUIVALENT" in relation to all amounts expressed or denominated
         in an Optional Currency, means the equivalent thereof in Dollars
         converted at the Agent's Spot Rate of Exchange on the date of the
         relevant calculation (and, if used in relation to an amount expressed
         or denominated in Dollars, such amount).

         "DRAWDOWN DATE" in relation to each Advance, means the date specified
         as such in the relevant Request or on and after the making of such
         Advance pursuant to such Request, the date on which it was made.

         "EMU" means Economic and Monetary Union as contemplated by the Treaty.

         "EMU LEGISLATION" means legislative measures of the European Council
         for the introduction of, changeover to, or operation of, a single or
         unified European currency.

         "ENCUMBRANCE" means any mortgage, pledge, lien, charge, assignment for
         the purpose of providing security, hypothecation, right in security,
         security interest or trust arrangement for the purpose of providing
         security, and any other security agreement or other arrangement having
         the effect of providing security (including, without limitation, the
         deposit of monies or property with a person with the primary intention
         of affording such person a right of set-off or lien).

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

         "ENVIRONMENTAL CLAIM" means any claim by any person:

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

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

         "ENVIRONMENTAL CONTAMINATION" means each of the following and their
         consequences:

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

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

         (c)      any other pollution of the Environment.

         "ENVIRONMENTAL LAW" means all laws (including, without limitation,
         common law), regulations, directives, codes of practice, circulars,
         guidance notices and the like having legal


<PAGE>   7

         effect concerning the protection of human health, the Environment, the
         conditions of the work place or the generation, transportation,
         storage, treatment or disposal of Dangerous Substances.

         "ENVIRONMENTAL LICENCE" means any permit, licence, authorisation,
         consent or other approval required by any Environmental Law.

         "ERISA" means the United States Employee Retirement Income Security Act
         of 1974 as amended from time to time, or any successor statute thereto
         and any regulations promulgated thereunder.

         "ERISA AFFILIATE" means each person (as defined in Section 3(9) of
         ERISA), whether or not incorporated, which is under common control or
         would be considered a single employer with any Obligor domiciled in the
         United States within the meaning of Section 414(b), (c), (m) or (o) of
         the IRC and regulations promulgated under those sections or within the
         meaning of Section 4001(b) of ERISA.

         "ERISA EVENT" means (i) a Reportable Event; (ii) the failure to meet
         the minimum funding standard of Section 412 of the IRC with respect to
         any Plan (whether or not waived in accordance with Section 412(d) of
         the IRC) or the failure to make by its due date a required instalment
         under Section 412(m) of the IRC with respect to any Plan or the failure
         to make any required contribution to a Multiemployer Plan; (iii) the
         provision by the administrator of any Plan pursuant to Section
         4041(a)(2) of ERISA of a notice of intent to terminate such plan in a
         distress termination described in Section 4041(c) of ERISA; (iv) the
         withdrawal by any U.S. Obligor or any of their respective ERISA
         Affiliates from any Plan with two or more contributing sponsors or the
         termination of any such Plan resulting in material liability pursuant
         to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of
         proceedings to terminate any Plan, or the occurrence of any event or
         condition which constitutes grounds under ERISA for the termination of,
         or the appointment of a trustee to administer, any Plan; (vi) the
         imposition of material liability on any U.S. Obligor or any of their
         respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of
         ERISA or by reason of the application of Section 4212(c) of ERISA;
         (vii) the withdrawal of any U.S. Obligor or any of the respective ERISA
         Affiliates in a complete or partial withdrawal (within the meaning of
         Section 4203 and 4205 of ERISA) from any Multiemployer Plan if there is
         any potential material liability therefor, or the receipt by any U.S.
         Obligor or any of their respective ERISA Affiliates of notice from any
         Multiemployer Plan that it is in reorganisation or insolvency pursuant
         to Section 4241 or 4245 or ERISA, or that it intends to terminate or
         has terminated under Section 4041A or 4042 of ERISA with respect to
         which any US Obligor would have material liability; (viii) the
         occurrence of an act or omission which could give rise to the
         imposition on any U.S. Obligor or any of their respective ERISA
         Affiliates of material fines, penalties, taxes or related charges under
         Chapter 43 of the IRS or under Section 409, 502(c), (i) or (l), or 4071
         of ERISA in respect of any Plan, (ix) the assertion of a material claim
         (other than routine claims for benefits) against any Plan other than a
         Multiemployer Plan or the assets thereof, or against any U.S. Obligor
         or any of their respective ERISA Affiliates in connection with any
         Plan; (x) receipt from the Internal Revenue Service of notice of the
         failure of any Plan (or any other employee benefit plan intended to be
         qualified under Section 401(a) of the IRC) to qualify under Section
         401(a) of the IRC, or the failure of any trust forming part of any Plan
         to qualify for exemption from taxation under Section 501(a) of the IRC;
         or (xi) the imposition of a lien pursuant to Section 401(a)(29) or
         412(n) of the IRC or pursuant to ERISA with respect to any Plan.


<PAGE>   8

         "EURO" means the single currency introduced on 1st January, 1999 as
         contemplated by the Treaty.

         "EURO-DOLLAR RESERVE PERCENTAGE" means, for any day, that percentage
         (expressed as a decimal) which is in effect on such day, as prescribed
         by the Board of Governors of the Federal Reserve System of the U.S.A.
         (or any successor), for determining the maximum reserve requirement for
         a member bank of the Federal Reserve System in New York City with
         deposits exceeding five billion Dollars in respect of "Eurocurrency
         liabilities" as specified in Regulation D (or in respect of any other
         category of extensions of credit or other assets which includes loans
         by a non-United States office of any bank to United States residents).

         "EURO UNIT" means a unit of the euro as defined in EMU legislation.

         "EVENT OF DEFAULT" means an event specified as such in Clause 21.1
         (Events of Default).

         "EXCLUDED INTELLECTUAL PROPERTY" means any trade names, trade marks and
         service marks (whether registered or not and including all applications
         for the same) which include the name or mark "GETTY", "GETTY
         COMMUNICATIONS" or "GETTY IMAGES", or a design consisting of the letter
         "G" in a circle and including any future trade names, trade marks and
         service marks incorporating "GETTY", "GETTY COMMUNICATIONS" or "GETTY
         IMAGES" or the aforementioned design.

         "EXECUTIVE" means each of Jonathan Klein, Mark Getty and Christopher
         Roling or their respective replacements from time to time.

         "EXECUTIVE OFFICER" means either of the Chief Executive Officer, the
         Executive Chairman or the Chief Financial Officer.

         "EXISTING FACILITIES" the Existing Revolving Credit Facility and
         Existing Overdraft Facility.

         "EXISTING REVOLVING CREDIT FACILITY" means the U.S.$20 million
         revolving Credit Facility made available by HSBC Bank plc to the Parent
         pursuant to a loan agreement dated 12th April, 1999 (as amended on 23rd
         August, 1999).

         "EXISTING OVERDRAFT FACILITY" means the (pound)2 million overdraft and
         forward foreign exchange contracts line of (pound)5 million facility
         made available by HSBC Bank plc to, inter alios, Getty U.K. pursuant to
         a facility letter dated 7th January, 1999.

         "EXISTING OVERDRAFT FACILITY AGREEMENT" means the facility letter dated
         7th January, 1999 pursuant to which the Existing Overdraft Facility was
         made available to, inter alios, Getty UK.

         "FACILITY" means the facility to draw Tranche A Advances referred to in
         Clause 2.1 (Facilities).

         "FACILITY OFFICE" in relation to any Bank, means the office specified
         as such in Schedule 2 or in the Novation Certificate by which such Bank
         becomes a party hereto or such other office



<PAGE>   9

         notified by such Bank to the Facility Agent by not less than 5 Business
         Days' notice as the office through which it will perform all or any of
         its obligations under this Agreement.

         "FEE LETTER" means the letter referred to in Clauses 23.1 (Arrangement
         fee) and 23.3 (Agency fees).

         "FINAL MATURITY DATE" means 25th October, 2002 being the date of the
         third Anniversary.

         "FINANCE DOCUMENTS" means this Agreement, the Fee Letter, the Novation
         Certificates, the Borrower Accession Agreements, the Guarantor
         Accession Agreements, the Security Documents, and any other document
         designated as such by the Facility Agent, which term for the purposes
         of the definition of "Security Documents" (including all references to
         Finance Documents wheresoever used in the Security Documents) and
         Clauses 1.2(iv) Constructions, 1.2(b) (Construction), 16 (Guarantee),
         18.1(x) (Senior Indebtedness/Designated Senior Indebtedness), 19.12
         (Third Party Guarantees), 19.20(c) (Environmental matters), 19.25
         (Compliance with laws), 19.31 (UCC filings), 22 (the Agent and the
         Arranger) and 37 (Senior Indebtedness/Designated Senior Indebtedness)
         shall also include the Existing Overdraft Facility Agreement and any
         Hedging Document. For the avoidance of doubt, the Facility Agent will
         not designate the Existing Overdraft Facility Agreement or any Hedging
         Document a "Finance Document" in any other context than as provided
         herein, without the consent of the Obligors' Agent.

         "FINANCE PARTY" means the Arranger, each Bank, the Facility Agent and
         the Security Agent (together the "FINANCE PARTIES"), which term for the
         purposes of Clauses 16 (Guarantee), 22 (The Agents and the Arranger)
         and 24.2 (Enforcement Costs) shall include the Overdraft Bank and any
         Hedging Bank

         "FINANCIAL FORECASTS" means the document of the same title in the
         agreed form.

         "GETTY U.K." means Getty Communications Limited, a company incorporated
         in England with registered number 3005770.

         "GROUP" means the Parent and its Subsidiaries.

         "GUARANTOR" means an Original Guarantor and any Additional Guarantor.

         "GUARANTOR ACCESSION AGREEMENT" means a deed substantially in the form
         of Part III of Schedule 5 with such amendments as the Facility Agent
         may approve or reasonably require.

         "HEDGING BANK" means any Bank in its capacity as the provider of
         hedging facilities for the hedging of exposures arising pursuant to
         this Agreement.

         "HEDGING DOCUMENTS" means all currency swap, interest rate swap and/or
         interest cap and/or other hedging agreements entered into or to be
         entered into by any Obligor with a Hedging Bank for the hedging of
         exposures arising pursuant to the terms of this Agreement, in each case
         as, and including, any instrument pursuant to which the same are
         novated, varied, supplemented or amended from time to time.

         "HOLDING COMPANY" means an entity of which another person is a
         Subsidiary.



<PAGE>   10

         "INFORMATION MEMORANDUM" means the information memorandum to be
         prepared by the Parent and delivered to the Arranger and the Banks in
         connection with this Agreement and general syndication of the
         Facilities.

         "INTELLECTUAL PROPERTY RIGHTS" means all know-how, patents, trademarks,
         service marks, designs, business names, topographical or similar
         rights, copyrights and other intellectual property rights and any
         interests (including by way of licence) in any of the foregoing (in
         each case whether registered or not and including all applications for
         the same) of any member of the Group.

         "INTEREST" means:

         (a)      interest and amounts in the nature of interest accrued;

         (b)      prepayment penalties or premiums incurred in repaying or
                  prepaying any Borrowings;

         (c)      discount fees and acceptance fees payable or deducted in
                  respect of any Borrowings (including all fees payable in
                  connection with any letter of credit or guarantee); and

         (d)      any other costs, expenses and deductions of the like effect
                  (excluding the interest element of finance leases (unless and
                  until the amount of any such leases permitted by Clause
                  19.11(b) (Leases) is increased, with the consent of the
                  Majority Banks, above U.S.$3,000,000)) and any net payment
                  (or, if appropriate in the context, receipt) under any
                  interest rate hedging agreement or instrument taking into
                  account any premiums payable for the same and the interest
                  element of any net payment (plus or minus any accrued exchange
                  gains or losses) under any currency hedging instrument or
                  arrangement,

         and "INTEREST" includes commitment and non-utilisation fees (including,
         without limitation, those payable hereunder) but excludes agent's and
         front-end, management, arrangement and participation fees with respect
         to any Borrowings (including, without limitation, those payable
         hereunder).

         "IRC" means the United States Internal Revenue Code of 1986, as amended
         from time to time, or any successor statute and any regulations
         promulgated thereunder.

         "LIBOR" in relation to any Advance or unpaid sum:

         (a)      the rate per annum of the offered quotation for deposits in
                  the currency of the relevant Advance or unpaid sum for a
                  period equal or comparable to the required period which
                  appears on Telerate Page 3750 or Telerate Page 3740 (as
                  appropriate) at or about 11.00 a.m. on the applicable Rate
                  Fixing Day; or

         (b)      if the rate cannot be determined under paragraph (a) above,
                  the rate, expressed as a percentage determined by the Facility
                  Agent to be the arithmetic mean (rounded upwards, if
                  necessary, to the nearest five decimal places) of the
                  respective rates notified to the Facility Agent by each of the
                  Reference Banks quoting (provided that at least two Reference
                  Banks are quoting) as the rate at which it is offering
                  deposits



<PAGE>   11

                  in the required currency and for the required period to prime
                  banks in the London interbank market at or about 11.00 a.m. on
                  the Rate Fixing Day for such period,

         and, for the purposes of this definition:

         (i)      "REQUIRED PERIOD" means the Term of an Advance or such period
                  in respect of which LIBOR falls to be determined in relation
                  to any unpaid sum; and

         (ii)     "TELERATE PAGE 3750" means the display designated as Page
                  3750, and "TELERATE PAGE 3740" means the display designated as
                  Page 3740, in each case on the Telerate Service (or such other
                  pages as may replace page 3750 or Page 3740 on that service or
                  such other service as may be nominated by the British Bankers'
                  Association (including the Reuters Screen) as the information
                  vendor for the purposes of displaying British Bankers'
                  Association Interest Settlement Rates for deposits in the
                  currency concerned).

         "MAJORITY BANKS" means, at any time, Banks the aggregate of whose
         Commitments:

         (a)      represent by value at least 66 2/3 per cent. of the Total
                  Commitments; or

         (b)      if the Total Commitments have been reduced to zero,
                  represented by value at least 66 2/3 per cent. of the Total
                  Commitments immediately before the reduction.

         "MANDATORY COST" means in relation to an Advance the cost (if any) of
         compliance with the cash ratio deposit requirements of the Bank of
         England and the amount (if any) of fees payable to the Financial
         Services Authority during its term, determined in accordance with
         Schedule 7.

         "MATERIAL ADVERSE EFFECT" means any effect which is, or is reasonably
         likely:

         (a)      to be materially adverse to (i) the ability of any Obligor to
                  perform its payment and other material obligations under any
                  of the Finance Documents, or (ii) the ability of the Parent to
                  comply with its obligations under Clause 20 (Financial
                  Covenants), or (iii) the business, assets or financial
                  condition of the Parent, or the Group taken as a whole; and/or

         (b)      to result in any of the Finance Documents not being legal,
                  valid and binding on, and enforceable substantially in
                  accordance with its terms against, any party to that Finance
                  Document and/or (in the case of Security Documents) not
                  providing to the Security Agent for itself and on behalf of
                  the Banks, perfected, enforceable security over the assets
                  purported to be covered by that Security Document, in a manner
                  and to an extent reasonably considered by the Majority Banks
                  to be materially adverse to their interests under the Finance
                  Documents.

         "MATERIAL SUBSIDIARY" means:

         (a)      each Borrower (other than the Parent); and

         (b)      each member of the Group:


<PAGE>   12

                  (i)      whose unconsolidated pre-tax profits in any annual
                           Accounting Period are equal to 5 per cent. of
                           Consolidated EBITDA (as defined in Clause 20.2
                           (Financial Covenants) of the Group; or

                  (ii)     whose book value of gross assets is 5 per cent. or
                           more of the consolidated gross assets of the Group,

                  all as shown (in the case of any Subsidiary) in its most
                  recent quarterly and annual Accounts and (in the case of the
                  Group) in the most recent annual consolidated Accounts of the
                  Group. For the purposes of this definition:

                  (1)      in the case of a company which itself has
                           Subsidiaries, the calculation shall be made by using
                           the actual consolidated pre-tax profits or gross
                           assets, as the case may be, of it and its
                           Subsidiaries and in accordance with the Applicable
                           Accounting Principles;

                  (2)      each Subsidiary named in Schedule 8 or, if later, in
                           the latest annual list of Material Subsidiaries
                           provided by the Parent to the Facility Agent pursuant
                           to Clause 19.2(d)(i)(B) (Financial Information) shall
                           be deemed to be a Material Subsidiary until either
                           the next list of Material Subsidiaries is delivered
                           to the Agent or it is shown to the Facility Agent's
                           reasonable satisfaction not to be a Material
                           Subsidiary determined in accordance with the most
                           recent quarterly or annual statements referred to
                           above; and

                  (3)      any member of the Group which is not a Material
                           Subsidiary and to which any Material Subsidiary
                           sells, transfers or otherwise disposes of any fixed
                           assets in any transaction or series of transactions
                           (related or not) which results in the transferee
                           company meeting the test referred to in (b)(ii) above
                           (calculated by reference to the last set of accounts
                           of the relevant transferee company referred to in
                           paragraph (b)(1) above but taking into account such
                           transfer) shall be deemed to be a Material Subsidiary
                           (and the Material Subsidiary which sells, transfers
                           or otherwise disposes of such assets shall be deemed
                           to continue to be a Material Subsidiary) unless and
                           until it is shown (in each such case) to the Facility
                           Agent's reasonable satisfaction not to be a Material
                           Subsidiary under paragraph (b) above.

         "MATURITY DATE" means the last day of the Term of an Advance.

         "MULTIEMPLOYER PLAN" means a Plan which is a multiemployer plan as
         defined in section 3(37) or 4001(a)(3) of ERISA.

         "NATIONAL CURRENCY UNIT" means the unit of currency (other than a euro
         unit) of a Participating Member State.

         "NON-EQUITY CONSIDERATION" means any consideration other than the issue
         after the date of this Agreement of equity share capital of the Parent
         or the cash proceeds of such an issue of equity share capital.

         "NON-OBLIGOR" means each member of the Group which is not an Obligor.


<PAGE>   13

         "NOVATION CERTIFICATE" has the meaning given to it in Clause 28.3
         (Procedure for novation).

         "OBLIGOR" means any Borrower and any Guarantor.

         "OBLIGORS' AGENT" means the Parent appointed to act on behalf of each
         Obligor pursuant to Clause 2.4 (Obligors' Agent).

         "OPTIONAL CURRENCY" means Sterling, euros or other freely available
         European currencies (excluding national currency units).

         "ORIGINAL DOLLAR AMOUNT", in relation to any amount means:

         (a)      (if denominated in Dollars) the principal amount which is, or
                  is to be, outstanding or drawn; or

         (b)      (if denominated in an Optional Currency) the Dollar Equivalent
                  of the principal amount which is, or is to be, outstanding or
                  drawn calculated, in the case of an Advance, three Business
                  Days prior to the Drawdown Date for the making of that Advance
                  or, in the case of any other amount, three Business Days prior
                  to the date on which the calculation is made.

         "PARTICIPATING MEMBER STATE" means a member state of the European
         Communities that adopts, or has adopted the euro as its currency in
         accordance with EMU legislation.

         "PARTY" means a party to this Agreement.

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

         "PERMITTED ENCUMBRANCES" means:

         (a)      Encumbrances constituted or evidenced by the Security
                  Documents;

         (b)      Encumbrances expressly permitted in writing by the Facility
                  Agent (acting on the instructions of the Majority Banks),
                  provided that the principal amount of the indebtedness secured
                  by such Encumbrances shall not at any time be increased beyond
                  the amount expressly so permitted;

         (c)      Encumbrances arising by operation of law in the ordinary
                  course of business and not as a result of any default or
                  omission on the part of any member of the Group;

         (d)      Encumbrances over goods and documents of title to goods
                  arising in the ordinary course of letter of credit
                  transactions entered into in the ordinary course of trade;

         (e)      Encumbrances over credit balances on bank accounts of members
                  of the Group created in order to facilitate the operation of
                  such bank accounts and other bank accounts of such members of
                  the Group with such banks on a net balance basis with credit
                  balances and debit balances on the various accounts being
                  netted off for interest purposes or Encumbrances over credit
                  balances on bank accounts pursuant to



<PAGE>   14

                  the standard terms and conditions of such bank of general
                  application to its corporate customers

         (f)      Encumbrances over assets acquired after the Signing Date and
                  existing at the date of acquisition but not created in
                  contemplation of their acquisition, provided that (A) any such
                  Encumbrances are disclosed in writing to the Banks prior to
                  acquisition of the relevant assets and (B) the principal
                  amount secured by any such Encumbrance shall not be increased
                  beyond the amount secured thereby at the date of such
                  acquisition and (C) such Encumbrances are released and
                  discharged within three months of the date of such
                  acquisition, unless the Majority Banks otherwise consent;

         (g)      Encumbrances  in  existence  at the  Signing  Date in favour
                  of the Adobe  Systems Inc created by Eyewire, Inc;

         (h)      Encumbrances arising pursuant to the terms of the Existing
                  Facilities provided that all such Encumbrances are discharged
                  as soon as practicable on or after the date on which all the
                  respective obligations under each of the Existing Facilities
                  are discharged;

         (i)      rights of set-off arising in the normal course of business;
                  and

         (j)      Encumbrances not otherwise permitted pursuant to paragraphs
                  (a)-(i) (inclusive) above together securing indebtedness in an
                  aggregate principal amount at any time outstanding not
                  exceeding U.S.$5,000,000 (or its equivalent in other
                  currencies).

         "PLAN" means an "employee pension benefit plan" within the meaning of
         Section 3(2) of ERISA which is subject to Title IV of ERISA, Section
         302 of ERISA or Section 412 of the IRC.

         "PRIMARY SYNDICATION PERIOD" means the period ending on the date the
         Arranger notifies the Parent that general syndication of the Facilities
         is completed.

         "PROFORMA ACCOUNTS" means the form of monthly and quarterly
         consolidated management Accounts of the Group in the format and with
         the headings and level of information agreed by the Parent and the
         Facility Agent from time to time (or if not so agreed as reasonably
         required by the Facility Agent).

         "PROSPECTUS" means the Form S-3 prospectus of the Parent, filed on 29th
         September, 1999 in relation to the issue of certain shares of common
         stock in the Parent to be quoted on the NASDAQ National Market to be
         issued in relation to the TIB Acquisition.

         "PURCHASE PRICE" means the consideration of US$183,000,000 less the
         US$1,000,000 deposit (together with interest thereon) payable on the
         Closing Date in respect of the purchase of the Acquisition Assets.

         "QUALIFYING BANK" means a bank as defined in Section 840A of the Income
         and Corporation Taxes Act 1988 which is within the charge to United
         Kingdom corporation tax as regards interest payable or paid to it under
         the Finance Documents and is beneficially entitled to such interest.


<PAGE>   15

         "RATE FIXING DAY" means:

         (a)      the Drawdown Date for an Advance denominated in Sterling; or

         (b)      the second Business Day before the Drawdown Date for an
                  Advance denominated in a currency other than Sterling,

         or such other day as the Facility Agent, after consultation with the
         Parent and the Banks, may designate as market practice in the relevant
         interbank market for leading banks to give quotations in the relevant
         currency for delivery on the relevant Drawdown Date.

         "RATIO PERIOD" has the meaning given to it in Clause 20.2 (Financial
         Covenants).

         "RECOGNISED BANK" in respect of Advances made available to any
         Borrower, means a bank, fund, trust or other financial institution
         which is:

         (i)      (in the case of a Borrower not resident in the United Kingdom
                  for tax purposes) for the time being lending through an
                  office, branch, Affiliate or agency in the jurisdiction of
                  incorporation of the relevant Borrower; or

         (ii)     (in the case of a Borrower  resident in the United  Kingdom
                  for tax purposes) a Qualifying  Bank; or

         (iii)    (if such bank, fund, trust or other financial institution
                  complies with neither (i) nor (ii) above):

                  (A)      at the time the bank, fund, trust or financial
                           institution becomes a Party, is incorporated in a
                           country with which the jurisdiction of incorporation
                           of such Borrower has an appropriate double taxation
                           treaty which provides at such time under its terms
                           for exemption from that jurisdiction's income Tax on
                           that jurisdiction's source interest for an entity
                           such as such bank, fund, trust or other financial
                           institution when acting through the office, branch,
                           Affiliate or agency through which it is acting; and

                  (B)      prior to the first date after the date on which it
                           became a party to this Agreement on which any
                           interest on any of the Advances to such Borrower in
                           which it has a participation is payable, has made and
                           filed an appropriate application for exemption (as
                           contemplated by Clause 11.5 (Double tax treaty
                           filings)) under such treaty (or would have done so
                           but for any failure by such Borrower to comply with
                           its obligations under Clause 11.5 (Double tax treaty
                           filings)).

         "REFERENCE BANKS" subject to Clause 28.4 (Reference Banks), means the
         principal London offices of HSBC Bank plc, and any two such other Banks
         as may be agreed between the Facility Agent and the Parent.

         "REPORTABLE EVENT" shall have the meaning set forth in Section 4043(b)
         of ERISA for which the PBGC has not waived the notice requirement of
         Section 4043(a) of ERISA.

<PAGE>   16

         "REQUEST" means a request made by the Obligors' Agent on behalf of a
         Borrower for an Advance, substantially in the form of Schedule 4.

         "REQUESTED AMOUNT" means the amount requested for drawing by a Borrower
         in a duly completed Request.

         "RESERVATIONS" means the qualifications set out in the legal opinions
         listed or referred to in Schedule 3.

         "RESERVE ASSET COSTS" means:

         (a)      in relation to any Advance or overdue  amount for any period,
                  the Mandatory  Cost  applicable to that Advance or overdue
                  amount;

         (b)      without double counting in relation to any Advance or overdue
                  amount for any period denominated in Dollars to a U.S. Obligor
                  made available by a United States incorporated Bank or a
                  United States branch of a non-United States incorporated Bank,
                  the cost, if any, notified by that Bank to the Facility Agent
                  as the cost to it of complying with Regulation D attributable
                  to such Advance; and

         (c)      without double counting in relation to any Advance or overdue
                  amount for any period, the cost, if any, notified by any Bank
                  to the Facility Agent as the cost to it of complying with the
                  reserve asset and other regulatory requirements of the
                  European Central Bank in relation to that overdue amount or
                  Advance or any class of Advances of which that Advance forms
                  part,

         but no Bank is entitled to receive an amount under more than one of the
         above paragraphs in respect of the same Advance or overdue amount for
         the same period unless there is a change in, or introduction of, any
         relevant law or regulation after the Signing Date.

         "ROLLOVER ADVANCE" means any Tranche A Advance requested under this
         Agreement:

         (a)      in respect of which the Drawdown  Date is the last day of the
                  Term in respect of any  outstanding Advance;

         (b)      which is denominated in the same currency as such outstanding
                  Advance; and

         (c)      the amount of which is equal to or less than the amount of
                  such outstanding Advance.

         "SECURITY DOCUMENTS" means the share charges and other security
         documents identified in Schedule 6, together with such other security
         documents as may be required to be entered into by any Obligor pursuant
         to any of the Finance Documents.

         "SHARES" means each and any of the shares in the capital of the Parent.

         "SIGNING DATE" means the date of this Agreement.

         "STERLING" and "(POUND)" means the lawful currency for the time being
         of the United Kingdom.


<PAGE>   17

         "STOCK PURCHASE AGREEMENT" means the stock purchase agreement dated
         20th September, 1999 made between the Parent, Eastman Kodak Company and
         Kodak S.A., providing, inter alia, for the purchase by the Parent
         and/or such wholly-owned subsidiary as the Parent may designate and
         notify to the Facility Agent of the entire issued share capital of The
         Image Bank, Inc. and the Image Bank France S.A.

         "STRUCTURE MEMORANDUM" means the memorandum and corporate chart in the
         form delivered to the Facility Agent on or before the Signing Date.

         "SUBORDINATED LOAN NOTES" means the US$75,000,000 4.75 per cent.
         Convertible Subordinated Notes due June 2003 issued by the Parent on
         20th May, 1998.

         "SUBSIDIARY" in relation to any person, means any entity which is
         controlled directly or indirectly by that person or of whose dividends
         or distributions that person is entitled to receive more than 50 per
         cent. and any entity (whether or not so controlled) treated as a
         subsidiary in the latest Accounts of that person from time to time
         (provided that such entity or that person's interest in such entity has
         not been disposed of after the date of such Accounts in accordance with
         the Finance Documents), and "CONTROL" for this purpose means the direct
         or indirect ownership of the majority of the voting share capital of
         such entity or the right or ability to direct management to comply with
         the type of material restrictions and obligations contemplated in this
         Agreement or to determine the composition of a majority of the board of
         directors (or like board) of such entity, in each case whether by
         virtue of ownership of share capital, contract or otherwise.

         "TARGET GROUP" means The Image Bank, Inc and The Image Bank France S.A.
         together with their respective Subsidiaries.

         "TAXES" means all taxes, imposts, duties, levies, charges, deductions
         and withholdings in the nature or on account of tax, together with all
         interest thereon and penalties with respect thereto (and "TAX" shall be
         construed accordingly).

         "TERM" means the period selected by the Obligors' Agent in a Request
         for which an Advance is to be outstanding.

         "THE IMAGE BANK INC." means The Image Bank Inc., a corporation
         incorporated under the laws of New York.

         "THE IMAGE BANK FRANCE, S.A." means The Image Bank France S.A., a
         corporation incorporated under the laws of France.

         "TIB ACQUISITION" means the acquisition of the Acquired Assets by the
         Parent and/or such directly or indirectly wholly owned Subsidiary as
         the Parent may designate (and notify to the Facility Agent) pursuant to
         the Acquisition Agreements.

         "TOTAL COMMITMENTS" means the aggregate of all Banks' Tranche A
         Commitments from time to time under the Facility.

         "TRANCHE A" means the revolving credit facility referred to in Clause
         2.1(a) (Facilities).


<PAGE>   18

         "TRANCHE A COMMITMENT" means the amount appearing and designated as
         such against the Bank's name in Column 1 of Schedule 2 or in the
         Novation Certificate or other document by which it became a party to or
         acquired rights under this Agreement, to the extent not transferred,
         cancelled or reduced under or in accordance with this Agreement.

         "TRANSACTION DOCUMENTS" means the Finance Documents and the Acquisition
         Agreements.

         "TREATY" means, the Treaty Establishing the European Community being
         the Treaty of Rome of 25th March, 1957, as amended by the Single
         European Act 1986 and the Maastricht Treaty (which was signed at
         Maastricht on 7th February, 1992 and came into force on 1st November,
         1993), as amended from time to time.

         "TREATY COUNTRY" means each state described as a participating Member
         State in any EMU legislation, whether in the first wave or
         subsequently.

         "U.K." or "UNITED KINGDOM" means the United Kingdom of Great Britain
         and Northern Ireland.

         "U.K. GROUP" means Getty U.K. and its Subsidiaries from time to time.

         "U.S. BORROWER" means each Borrower incorporated in the United States
         of America (or any of its states or territories or any political or
         legal sub-division thereof).

         "U.S. OBLIGOR" means each Obligor incorporated in the United States of
         America (or any of its states or territories or any political or legal
         sub-division thereof).

         "U.S. CODE" means the United States Internal Revenue Code of 1986 as
         amended.

         "U.S. PERSON" means a person who is a citizen or resident of the United
         States of America and any corporation or other entity created or
         organised in or under the laws of the United States of America or any
         political or legal sub-division thereof.

         "UNITED STATES" means the United States of America.

1.2      CONSTRUCTION

(a)      In this Agreement, unless the contrary intention appears, a reference
         to:

         (i)      "ASSETS" includes properties, revenues and rights of every
                  description present, future and contingent;

                  an "AUTHORISATION" includes an authorisation, consent,
                  approval, resolution, licence, exemption, filing, registration
                  and notarisation;

                  a "MONTH" is a reference to a period starting on one day in a
                  calendar month and ending on the numerically corresponding day
                  in the next calendar month, except that, if such period starts
                  on the last day in a calendar month or there is no numerically
                  corresponding day in the month in which that period ends, that
                  period shall end on the last Business Day in such later
                  calendar month;


<PAGE>   19

                  a "REGULATION" includes any regulation, rule, order, official
                  directive, request or guideline (whether or not having the
                  force of law) of any governmental body, agency, department or
                  regulatory, self-regulatory or other authority or
                  organisation;

         (ii)     a provision of a law is a reference to that provision as
                  amended or re-enacted;

         (iii)    a Clause or a Schedule is, unless otherwise specified, a
                  reference to a clause of or a schedule to this Agreement;

         (iv)     a Finance Document or any other document is a reference to
                  that Finance Document or that other document as amended,
                  novated or supplemented from time to time (including, where
                  relevant by any Borrower Accession Agreement, Guarantor
                  Accession Agreement and/or Novation Certificate);

         (v)      a time of day is a reference to London time;

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

         (vii)    a document in an "AGREED FORM", is a reference to such
                  document either in a form previously agreed in writing by or
                  on behalf of the Parent and the Facility Agent or in form and
                  substance satisfactory to the Banks;

         (viii)   a Party or other person includes, unless otherwise provided in
                  this Agreement, such Party's or person's permitted successors,
                  assigns, transferees or substitutes; and

         (ix)     the "EQUIVALENT IN OTHER CURRENCIES" or like terms shall,
                  unless otherwise agreed or the context otherwise requires,
                  mean the Dollar Equivalent of the relevant amount in other
                  currencies.

(b)      Unless the contrary intention appears, a term used in any other Finance
         Document or in any notice given under or in connection with any Finance
         Document has the same meaning in that Finance Document or notice as in
         this Agreement.

(c)      The  index to and the  headings  in this  Agreement  are for
         convenience  only and are to be  ignored  in construing this Agreement.

2.       THE FACILITIES

2.1      FACILITIES

         Subject to the terms of this Agreement, the Banks agree to make
         available, during the Availability Period a revolving credit facility
         under which the Banks shall, when requested by the Obligors' Agent
         pursuant to a Request, make to the Parent or any Additional Borrower,
         Tranche A Advances in Dollars or an Optional Currency up to an
         aggregate amount not exceeding the Tranche A Commitments.

2.2      OVERALL FACILITY LIMIT

(a)      The aggregate  Original Dollar Amount of all  outstanding  Advances
         shall not exceed at any time the Total Commitments.


<PAGE>   20

(b)      No Bank is obliged to participate in an Advance if it would cause the
         Original Dollar Amount of its participations in the Advances to exceed
         its Commitment.

2.3      NATURE OF A FINANCE PARTY'S RIGHTS AND OBLIGATIONS

(a)      The obligations of a Finance Party under the Finance Documents are
         several. Failure of a Finance Party to carry out those obligations does
         not relieve any other Party of its obligations under the Finance
         Documents. No Finance Party is responsible for the obligations of any
         other Finance Party under the Finance Documents.

(b)      The rights of a Finance Party under the Finance Documents are divided
         rights. A Finance Party may, except as otherwise stated in the Finance
         Documents, separately enforce those rights.

2.4      OBLIGORS' AGENT

(a)      Each Obligor (other than the Parent) irrevocably authorises the Parent
         to act on its behalf as its agent in relation to the Finance Documents
         and irrevocably authorises (i) the Parent on its behalf to supply all
         information concerning itself, its financial condition and otherwise to
         the relevant persons contemplated under this Agreement and to give all
         notices and instructions (including, in the case of a Borrower,
         Requests) to execute on its behalf any Finance Document and to enter
         into any agreement in connection with the Finance Documents
         notwithstanding that the same may affect such Obligor, without further
         reference to or the consent of such Obligor, and (ii) each Finance
         Party to give any notice, demand or other communication to be given to
         or served on such Obligor pursuant to the Finance Documents to the
         Parent on its behalf, and, in each such case, such Obligor will be
         bound thereby as though such Obligor itself had given such notice and
         instructions, executed such agreement or received any such notice,
         demand or other communications.

(b)      Every act, omission, agreement, undertaking, settlement, waiver, notice
         or other communication given or made by the Obligors' Agent under this
         Agreement, or in connection with this Agreement (whether or not known
         to any other Obligor and whether occurring before or after such other
         Obligor became an Obligor under this Agreement) shall be binding for
         all purposes on all other Obligors as if the other Obligors had
         expressly made, given or concurred with the same. In the event of any
         conflict between any notices or other communications of the Obligors'
         Agent and any other Obligor, those of the Obligors' Agent shall
         prevail.

2.5      CHANGE OF CURRENCY

(a)      If more than one currency or currency unit are at the same time
         recognised by the central bank of any country as the lawful currency of
         that country, then:

         (i)      any reference in the Finance Documents to, and any obligations
                  arising under the Finance Documents in, the currency of that
                  country shall be translated into, or paid in, the currency or
                  currency unit of that country designated by the Facility
                  Agent; and

         (ii)     any translation from one currency or currency unit to another
                  shall be at the official rate of exchange recognised by the
                  central bank for the conversion of that currency or currency
                  unit into the other, rounded up or down by the Facility Agent
                  acting reasonably.

<PAGE>   21

(b)      If a change in any currency of a country occurs, this Agreement will be
         amended to the extent the Facility Agent, acting in good faith,
         specifies to be necessary, to reflect the change in currency and to put
         the Banks in the same position, so far as possible, that they would
         have been in if no change in currency had occurred.

2.6      EXISTING OVERDRAFT FACILITY

         (a)      The Finance Parties acknowledge that the Overdraft Bank has
                  made available the Existing Overdraft Facility to certain
                  members of the Group consisting of:

                  (i)      a sterling  overdraft and/or bills for negotiation
                           and/or engagements of (pound)2,000,000 (on a net
                           basis); and

                  (ii)     a forward foreign exchange contracts line of
                           (pound)5,000,000,

                  and the Overdraft Bank will be entitled to share in the
                  security pari passu with the Banks under the Security
                  Documents pro rata in respect of claims under the Existing
                  Overdraft Facility within those limits.

         (b)      Notwithstanding any other provision of any Finance Document
                  (including but not limited to the Security Documents);

                  (i)      the Overdraft Bank will not have any right to require
                           the Security Trustee to enforce any security under
                           the Security Documents unless the Facility Agent has
                           served notice under Clause 21.2 (Acceleration) on any
                           Obligor;

                  (ii)     the Overdraft Bank will be entitled to exercise any
                           rights it may have under the Existing Overdraft
                           Facility (in priority to the security constituted by
                           the Security Documents) to net-off credit balances of
                           members of the Group held by the Overdraft Bank
                           against outstandings under the Existing Overdraft
                           Facility without any obligation to account under the
                           Security Documents, Clause 31 (Pro-rata sharing) or
                           otherwise to any other Finance Party;

                  (iii)    the Overdraft Bank is entitled to close out foreign
                           exchange contracts with any Obligor entered into
                           under paragraph (a)(ii) at any time and net off
                           payments due to be received under such contracts
                           against payments to be made in priority to the
                           security constituted by the Security Documents
                           without any obligation to account under the Security
                           Documents, Clause 31 (Pro-rata sharing) or otherwise
                           to any other Finance Party.

2.7      TRANCHE A COMMITMENT

         (a)      The Tranche A Commitment of HSBC Bank plc in its capacity as a
                  Bank as at the Signing Date will be US$50,000,000 (unless it
                  agrees in writing with the Parent to increase its Tranche A
                  Commitment up to a specified amount).

         (b)      If and to the extent other banks or financial institutions
                  (each a "NEW BANK") are willing to commit to participate in
                  Tranche A following syndication efforts by the Arranger then,
                  upon any Novation Certificate signed by a New Bank taking
                  effect in


<PAGE>   22

                  relation to Tranche A, the New Bank will be treated as having
                  taken a transfer from HSBC Bank plc of the Tranche A
                  Commitment specified in that Novation Certificate as though
                  HSBC Bank plc had increased its Tranche A Commitment by the
                  amount such New Bank is willing to so commit immediately prior
                  to the Novation Certificate taking effect.

         (c)      Commitment fee in respect of such undrawn part of the Tranche
                  A Commitment increased pursuant to this Clause 2.7 will accrue
                  under Clause 23.2 (Commitment Fee) in relation to:

                  (i)      the Tranche A Commitment of any New Bank,  with
                           effect on and after the  effective  date of the
                           relevant Novation Certificate; and

                  (ii)     any Tranche A Commitment which HSBC Bank plc agrees
                           to as contemplated in paragraph (a) above, with
                           effect on and after the date it agrees in writing to
                           accept that increased Tranche A Commitment;

         (d)      Nothing in this Clause 2.7 will oblige HSBC Bank plc in its
                  capacity as a Bank to make any Advance under Tranche A which
                  would result in the principal amount outstanding under Tranche
                  A being in excess of US$50,000,000 at any time (except to the
                  extent it has agreed in writing to accept a Tranche A
                  Commitment in excess of such amount).

3.       PURPOSE

(a)      The proceeds of each Advance under Tranche A shall be applied in or
         towards the general corporate purposes of the Group including, but
         without limitation, Acquisitions (but not including the TIB
         Acquisition) and working capital provided that US$20,000,000 may only
         be borrowed to repay the Existing Revolving Credit Facility in the
         amounts and on the dates set out in Schedule 9 (and the Facility Agent
         is hereby irrevocably authorised to apply those borrowings in payment
         direct to HSBC Bank plc to repay the Existing Revolving Credit Facility
         accordingly).

(b)      Without affecting the obligations of any Obligor in any way, no Finance
         Party is bound to monitor or verify the application of the proceeds of
         any Advance.

4.       CONDITIONS PRECEDENT

4.1      CONDITIONS PRECEDENT TO DRAWDOWN

(a)      Subject to paragraph (b) below, the obligations of each Finance Party
         to the Obligors under this Agreement are subject to the conditions
         precedent that the Facility Agent shall have received all of the
         documents set out in Part I of Schedule 3 in form and substance
         satisfactory to the Facility Agent (acting reasonably) and the
         representations and warranties in Clause 18 (Representation and
         Warranties) are correct as at the Signing Date.

(b)      The Finance Parties shall not be obliged to participate in any Tranche
         A Advance which would result in the principal amount outstanding under
         Tranche A being in excess of US$50,000,000 until the date upon which
         the Facility Agent has (i) received all of the documents set out in
         Part 1A of Schedule 3 in form and substance satisfactory to the
         Facility



<PAGE>   23

         Agent (acting reasonably) and (ii) the Tranche A Commitments have been
         increased pursuant to the terms of Clause 2.7 (Tranche A Commitment).

4.2      CONDITIONS PRECEDENT TO EACH ADVANCE

         The obligations of the Finance Parties to participate in any Advance
         are subject to the further conditions precedent that both at the date
         of the Request for such Advance (if applicable) and at the Drawdown
         Date for the relevant amount:

         (a)      except in the case of a Rollover Advance, the representations
                  and warranties in Clause 18 (Representations and warranties)
                  to be repeated on those dates are correct and will be correct
                  immediately after the Advance is made by reference to the
                  facts and circumstances then existing;

         (b)      except in the case of a Rollover Advance, no Default is
                  outstanding which has not been waived by the Facility Agent in
                  accordance with the terms hereof or might result from the
                  Advance; and

         (c)      the making of the relevant  Advance would not cause  Clause
                  2.2  (Overall  facility  limit) to be contravened.

5.       DRAWDOWN

5.1      RECEIPT OF REQUESTS

         A Borrower may draw an Advance if the Facility Agent receives from the
         Obligors' Agent, not later than 11.00 a.m. three Business Days before
         the proposed Drawdown Date, a Request complying with Clause 5.2
         (Completion of Requests).

5.2      COMPLETION OF REQUESTS

         Each Request for an Advance will not be regarded as having been duly
         completed unless it is duly executed on behalf of the relevant Borrower
         by the Obligors' Agent, dated and specifies:

         (a)      the name of the relevant Borrower;

         (b)      the Drawdown Date, being a Business Day falling before the
                  Final Maturity Date;

         (c)      the amount of the Advance being, an Original Dollar Amount of
                  not less than U.S.$750,000 (or equivalent) or the then
                  Available Facility Amount, provided always that no Requested
                  Amount may exceed the then Available Facility Amount;

         (d)      the duration of its Term which does not extend beyond the
                  Final Maturity Date and is for a period of one week, two,
                  three or four weeks during the Primary Syndication Period and
                  thereafter one month, two, three or six months (or such other
                  monthly period as agreed between the Obligors' Agent and the
                  Facility Agent acting on the instructions of the Majority
                  Banks);

         (e)      the currency of the Advance  requested (being Dollars or an
                  Optional  Currency in accordance with Clause 9 (Optional
                  Currencies)); and
<PAGE>   24

         (f)      payment instructions which comply with Clause 10 (Payments).

         Each Request for an Advance must specify one Advance only, but the
         Obligors' Agent may, on behalf of the relevant Borrower, subject to the
         other terms of this Agreement, deliver more than one Request for
         Advances on any one day.

5.3      AMOUNT OF EACH BANK'S PARTICIPATION IN ADVANCE

(a)      The Facility Agent shall promptly notify each Bank of the details of
         the requested Advance and the amount of its participation in the
         Advance.

(b)      The amount of a Bank's participation in any Advance will be the
         proportion of the Advance which its Commitment bears to the Total
         Commitments on the proposed Drawdown Date.

5.4      PAYMENT OF PROCEEDS

         Subject to the terms of this Agreement, each Bank shall make its
         participation in each Advance available to the Facility Agent for the
         relevant Borrower on the relevant Drawdown Date.

6.       REPAYMENT

6.1      REPAYMENT OF ADVANCES

(a)      Each Borrower shall repay the full amount of each Advance made to it on
         its Maturity Date to the Facility Agent for the Banks.

(b)      No Advances may be outstanding after the Final Maturity Date.

6.2      NETTING

         Without prejudice to each Borrower's obligations to repay the full
         amount of each Advance made to it on the due date, on the date that any
         Rollover Advance is made the amount to be repaid and the amount to be
         drawn down by such Borrower shall be netted off against each other so
         that the amount of cash which the relevant Borrower is actually
         required to repay or, as the case may be, the amount of cash which the
         Banks are actually required to advance to such Borrower, shall be the
         net amount.

6.3      RE-BORROWING

         Subject to the terms of this Agreement, any amount repaid under Clause
         6.1(a) may be re-borrowed.

7.       PREPAYMENT AND CANCELLATION

7.1      AUTOMATIC CANCELLATION

         The Commitment of each Bank shall be automatically cancelled at close
         of business in London on the Final Maturity Date.

<PAGE>   25

7.2      VOLUNTARY PREPAYMENT AND CANCELLATION

(a)      The Obligors Agent may, by giving not less than 5 Business Days' prior
         written notice (or such shorter period as the Majority Banks agree) to
         the Facility Agent, cancel the unutilised portion of the Total
         Commitments in whole or in part or prepay any Advance in whole or in
         part (but, if in part, in a minimum Original Dollar Amount of
         U.S.$750,000).

(b)      Any cancellation in part shall reduce the Commitment of each Bank
         pro rata.

7.3      ADDITIONAL RIGHT OF PREPAYMENT AND CANCELLATION

(a)      If:

         (i)      any Borrower is required to pay to a Bank any additional
                  amount under Clause 11 (Taxes);

         (ii)     any Borrower is required to pay to a Bank any amount under
                  Clause 13 (Increased costs);

         (iii)    Clause 9.2 (Revocation of Currency) is applicable; or

         (iv)     Clause 12 (Market Disruption) is applicable.

         then, without prejudice to the obligations of any Obligor under those
         Clauses, the Obligors' Agent may, whilst the circumstances giving rise
         to the requirement continue, serve a notice of prepayment and
         cancellation on that Bank through the Facility Agent.

(b)      On the date falling five Business Days after the date of service of the
         notice:

         (i)      to the extent necessary to avoid such payments or
                  applicability of such Clauses, each Borrower shall prepay that
                  Bank's participation in all the Advances made by such Bank to
                  it; and

         (ii)     the Commitment of that Bank shall be cancelled accordingly.

7.4      MISCELLANEOUS PROVISIONS

(a)      Any notice of prepayment and/or cancellation under this Agreement is
         irrevocable. The Facility Agent shall notify the Banks promptly of
         receipt of any such notice.

(b)      All prepayments under this Agreement shall be made together with
         accrued interest on the amount prepaid and, subject to Clause 25.2
         (General Indemnities), without premium or penalty.

(c)      No prepayment of any Advance or cancellation of any Commitment is
         permitted except in accordance with the express terms of this
         Agreement.

(d)      No amount of the Total Commitments cancelled under this Agreement may
         subsequently be reinstated.

<PAGE>   26

8.       INTEREST

8.1      INTEREST RATE

         The rate of interest applicable to each Advance for its Term is the
         rate per annum determined by the Facility Agent to be the aggregate of:

         (a)      the Applicable Margin;

         (b)      LIBOR; and

         (c)      Reserve Asset Costs.

8.2      DUE DATES

         Except as otherwise provided in this Agreement, accrued interest on
         each Advance for each Term relative thereto shall be paid by the
         relevant Borrower on its Maturity Date and also, in the case of an
         Advance with a Term of longer than six months, on the dates falling at
         six monthly intervals after its Drawdown Date.

8.3      DEFAULT INTEREST

(a)      If an Obligor fails to pay any amount payable by it under this
         Agreement when due, it shall forthwith on demand by the Facility Agent
         from time to time pay interest on the overdue amount from the due date
         up to the date of actual payment, as well after as before judgment, at
         a rate (the "DEFAULT RATE") determined by the Facility Agent to be two
         per cent. (2%) per annum above the higher of:

         (i)      the rate on the overdue amount under Clause 8.1 (Interest
                  rate)  immediately  before the due date (if of principal); and

         (ii)     the rate of interest which would have been payable if the
                  overdue amount had, during the period of non-payment,
                  constituted an Advance in the currency of the overdue amount
                  for successive Terms of such duration as the Facility Agent
                  may determine (each a "DESIGNATED PERIOD").

(b)      The Default Rate will be determined on each Business Day or on the date
         two Business Days prior to the commencement of or on the first day of
         the relevant Designated Period, as the Facility Agent shall determine,
         and default interest will be compounded at the end of each Designated
         Period if not paid.

8.4      NOTIFICATION OF RATES OF INTEREST

(a)      The Facility Agent shall promptly  notify each relevant Party of the
         determination  of a rate of interest under this Agreement;

(b)      Each determination of a rate of interest by the Facility Agent under
         this Agreement shall, in the absence of manifest error, be conclusive
         and binding on all Parties.

<PAGE>   27

 8.5     APPLICABLE MARGIN AND COMMITMENT FEE

(a)      The  Applicable  Margin will be 1.75 per cent.  per annum for the
         period  from the Signing  Date up to and including 30th June, 2000.

(b)      After 30th June, 2000 the Applicable Margin will be determined and
         adjusted in accordance with paragraph (c) below, to the percentage
         rates per annum specified in Column 1 below set opposite the range into
         which the Net Debt Ratio (as defined in paragraph (f) below) specified
         in Column 2 below falls, as evidenced in any certificate delivered
         under Clause 19.2(d) (Financial Information) (an "ADJUSTMENT
         CERTIFICATE").

                     COLUMN 1                           COLUMN 2

                    APPLICABLE                       NET DEBT RATIO
                     MARGIN %                           (RANGE)

                       1.75                           2:75 or more

                       1.5                    Less than 2:75, but not less
                                                       than 2.25

                       1.25                   Less than 2.25, but not less
                                                       than 2.00

                       1.00                          Less than 2.00

(c)      Any adjustment to the Margin pursuant to paragraph (b) above shall not
         apply to the Margin with respect to any Advance then outstanding but
         shall only apply to Advances the Terms of which start after the date of
         delivery of the applicable Adjustment Certificate.

(d)      If, in respect of any relevant Accounting Period, an Adjustment
         Certificate is not delivered in accordance with Clause 19.2(d)
         (Financial Information), the Margin in relation to any future or
         outstanding Advance will be 1.75 per cent. per annum on and with effect
         from the latest date for delivery of such Adjustment Certificate under
         such Clause 19.2(d) (Financial Information). No further adjustment to
         the Margin shall be made under this Clause 8.5 until an Adjustment
         Certificate is delivered in compliance with Clause 19.2(d) (Financial
         Information) in respect of a succeeding Accounting Period.

(e)      The commitment fee referred to in Clause 23.2 (Commitment fee) shall be
         on each day the lower of 0.675 per cent. per annum or 50 per cent. of
         the Margin which would be applicable to an Advance if such Advance were
         drawn or rolled over on such day.

(f)      In this Clause 8.5 "NET DEBT RATIO" means the ratio of average
         Consolidated Total Borrowings to Consolidated EBITDA calculated in
         accordance with, and for the periods specified in, Clause 20.2
         (Financial Covenants).

(g)      Notwithstanding the provisions of paragraphs (b) to (f) above, if an
         Event of Default occurs, the Applicable Margin shall, with immediate
         effect, be 1.75 per cent. per annum in respect of any future or
         outstanding Advance and shall remain at such level for as long as an
         Event of Default continues.


<PAGE>   28

9.       OPTIONAL CURRENCIES

9.1      SELECTION

(a)      The Obligors' Agent, on behalf of the relevant Borrower, shall select
         the currency of an Advance in the relevant Request.

(b)      The currency of each Advance must be Dollars or an Optional Currency.

(c)      The Obligors' Agent, on behalf of the relevant Borrower may not choose
         a currency if, as a result, the Advances would be denominated at any
         time in more than three currencies.

(d)      The Facility Agent shall notify each Bank of the currency and the
         Original Dollar Amount of each Advance and the applicable Agent's Spot
         Rate of Exchange promptly after they are ascertained.

9.2      REVOCATION OF CURRENCY

         If, before 9am on any Rate Fixing Day the Facility Agent receives
         notice from a Bank that:

         (a)      it is impracticable for the Bank to fund its participation in
                  the relevant Advance in the relevant Optional Currency during
                  its Term in the ordinary course of business in the London
                  interbank market; and/or

         (b)      the use of the proposed  Optional  Currency is reasonably
                  likely to contravene any applicable law or regulation,

         the Facility Agent shall give notice to the Obligors' Agent and to the
         Banks to that effect before 10am on that day. In this event:

         (i)      the Obligors' Agent and the Banks may agree that the drawdown
                  will not be made; or

         (ii)     in the absence of any such agreement that Bank's participation
                  in the relevant Advance (or, if more than one Bank is
                  similarly affected, those Banks' participations in the
                  relevant Advance) shall be treated as a separate Advance
                  denominated in Dollars during the relevant Term.

10.      PAYMENTS

10.1     FUNDS

         All payments by the Obligors or any of them or by the Banks or any of
         them under the Finance Documents shall be made to the Facility Agent
         for the account of the Party entitled. Payments under the Finance
         Documents to the Facility Agent shall be made in freely transferable
         funds for same day value on the due date at such times and in such
         manner as the Facility Agent may specify to the Party concerned as
         being customary at the time for the settlement of transactions in the
         currency in which the amount concerned is denominated to the account of
         the Facility Agent at such bank or office as the Facility Agent shall
         designate by at least three Business Days' notice to the Party making
         payment.


<PAGE>   29

10.2     DISTRIBUTION

(a)      Each payment received by the Facility Agent under the Finance Documents
         for another Party shall, subject to paragraphs (b) and (c) below, be
         made available by the Facility Agent to that Party by payment (on the
         date and in the currency and funds of receipt) to its account with such
         bank in the principal financial centre of a country of the relevant
         currency as it may notify to the Facility Agent for this purpose by not
         less than 10 Business Days' prior notice.

(b)      The Facility Agent may, subject to clause 10.6 (Partial payments),
         apply any amount received by it for an Obligor in or towards payment of
         any amount due from an Obligor under the Finance Documents or in or
         towards the purchase of any amount of any currency to be so applied.

(c)      Where a sum is to be paid under the Finance Documents to the Facility
         Agent for the account of another Party, the Facility Agent is not
         obliged to pay that sum to that Party until it has established that it
         has actually received that sum. The Facility Agent may, at its sole
         discretion, assume that the sum has been paid to it in accordance with
         the relevant Finance Document and, in reliance on that assumption, make
         available to that Party a corresponding amount. If the sum has not been
         made available but the Facility Agent has paid a corresponding amount
         to another Party, that Party shall forthwith on demand refund the
         corresponding amount to the Facility Agent together with interest on
         that amount from the date of payment to the date of receipt, calculated
         at a rate determined by the Facility Agent to reflect its cost of
         funds.

10.3     CURRENCY

(a)      Interest shall be payable in the currency in which the relevant amount
         in respect of which it has accrued was denominated during the period of
         accrual.

(b)      The principal of each Advance shall be repaid or prepaid in the
         currency in which it is denominated.

(c)      Any amount (other than of principal and/or interest) calculated on or
         by reference to or payable in respect of another amount shall be
         payable in the currency in which that other amount is denominated at
         the time of payment.

(d)      Amounts  payable in respect of costs,  expenses,  Taxes and the like
         are payable in the  currency in which they are incurred.

10.4     SET-OFF AND COUNTERCLAIM

         Save as otherwise permitted under Clause 6.2 (Netting), all payments to
         be made by an Obligor under any Finance Document shall be made without
         set-off or counterclaim.

10.5     NON-BUSINESS DAYS

(a)      If a payment under the Finance Documents is due on a day which is not a
         Business Day, the due date for that payment shall instead be the next
         Business Day in the same calendar month (if there is one) or the
         preceding Business Day (if there is not).


<PAGE>   30

(b)      During any extension of the due date for payment of any principal under
         this Agreement interest is payable on the principal at the rate payable
         on the original due date.

10.6     PARTIAL PAYMENTS

(a)      If the Facility Agent receives a payment insufficient to discharge all
         the amounts then due and payable by the Obligors under the Finance
         Documents, the Facility Agent shall apply that payment towards the
         obligations of the Obligors in the following order:

         (i)      FIRST, in or towards payment pro rata of any unpaid costs,
                  fees and expenses of the Facility Agent or the Security Agent
                  under the Finance Documents;

         (ii)     SECONDLY, in or towards payment pro rata of any accrued fees
                  due but unpaid under Clause 23 (Fees);

         (iii)    THIRDLY, in or towards payment pro rata of any accrued
                  interest due but unpaid under this Agreement;

         (iv)     FOURTHLY, in or towards payment pro rata of any principal due
                  but unpaid under this Agreement; and

         (v)      FIFTHLY, in or towards payment pro rata of any other sum due
                  but unpaid under the Finance Documents.

(b)      The Facility Agent shall, if so directed by the Majority Banks,  vary
         the order set out in  sub-paragraphs (a)(iii) to (v) above.

(c)      Paragraphs (a) and (b) above shall override any appropriation made by
         an Obligor.

11.      TAXES

11.1     GROSS-UP

         All payments by an Obligor under the Finance Documents shall be made
         without any deduction or withholding and free and clear of and without
         deduction or withholding for or on account of any Taxes except to the
         extent that the Obligor is required by law to make payment subject to
         any Tax. Save as referred to in Clause 11.3 (Recognised Bank), if any
         Tax or amounts in respect of Tax must be deducted, or any other
         deductions must be made, from any amounts payable or paid by an
         Obligor, or paid or payable by the Facility Agent to a Finance Party,
         under the Finance Documents, the Obligor shall pay such additional
         amounts as may be necessary to ensure that the relevant Finance Party
         receives a net amount equal to the full amount which it would have
         received had payment not been made subject to Tax or any other
         withholding or deduction.

11.2     TAX RECEIPTS

         All Taxes required by law to be deducted or withheld by an Obligor from
         any amounts paid or payable under the Finance Documents shall be paid
         by the relevant Obligor when due and the Obligor shall, within a month
         of the payment being made, deliver to the Facility Agent for the
         relevant Finance Party evidence satisfactory to that Finance Party
         acting reasonably



<PAGE>   31

         (including all relevant tax receipts) that the payment has been duly
         remitted to the appropriate authority.

11.3     RECOGNISED BANK

(a)      If, otherwise than as a result of the introduction of, change in, or
         change in the interpretation, administration or application of or
         expiry of, any law or regulation (including, without limitation, any
         double tax treaty) or any practice or concession of any applicable Tax
         authority occurring after the date of this Agreement, a Bank or the
         Facility Agent is not or ceases to be a Recognised Bank, no Obligor
         shall be liable to pay to that Bank or the Facility Agent under Clause
         11.1 (Gross-up) any amount in respect of Taxes levied or imposed in
         excess of the amount it would have been obliged to pay if that Bank or
         the Facility Agent was a Recognised Bank.

(b)      No Obligor is liable to pay to a Bank or the Facility Agent any amount
         under Clause 11.1 (Gross-up) in respect of Taxes (not being withholding
         taxes) imposed on the overall net income or gains of a Bank or the
         Facility Agent by the jurisdiction in which such Bank or the Facility
         Agent is organised or in which its principal office is located or on
         the overall net income or gains of the Bank's Facility Office by the
         jurisdiction in which that Facility Office is located.

(c)      Each Bank and the Facility Agent confirms to each Borrower that it is a
         Recognised Bank with respect to such Borrower at the time it becomes a
         party to this Agreement and shall notify the Parent upon officers of
         such Bank or the Facility Agent involved in administering this
         Agreement becoming aware that it has ceased to be a Recognised Bank.

11.4     TAX SAVING

(a)      If, following the imposition of any Tax on any payment by any Obligor
         (or any corresponding payment by the Facility Agent to any Finance
         Party under any Finance Document) in consequence of which such Obligor
         pays an additional amount under Clause 11.1 (Gross-up), any Finance
         Party shall as a result of such payment receive or be granted a credit
         against or remission for or deduction or relief from or in respect of
         any Tax payable by it which in such Finance Party's sole opinion
         (acting in good faith) is both identifiable and quantifiable by it
         without requiring such Finance Party or its professional advisers to
         expend a material amount of time or incur a material cost in so
         identifying or quantifying (any of the foregoing, to the extent so
         identifiable and quantifiable, being referred to as a "SAVING"), such
         Finance Party shall, to the extent that it can do so without prejudice
         to the retention of the relevant saving and subject to such Obligor's
         obligation to repay promptly on demand by the Finance Party the amount
         to such Finance Party to the extent that the relevant saving is
         subsequently disallowed or cancelled, reimburse such Obligor promptly
         after receipt of such saving by such Finance Party with such amount as
         such Finance Party shall in its sole opinion but in good faith have
         concluded to be the amount or value of the relevant saving.

(b)      Nothing contained in this Agreement shall interfere with the right of
         any Finance Party to arrange its Tax and other affairs in whatever
         manner it thinks fit. No Finance Party shall be required to disclose
         any confidential information relating to the organisation of its
         affairs.

<PAGE>   32

11.5     DOUBLE TAX TREATY FILINGS

         Each Finance Party shall, and the Parent shall ensure that each
         relevant Borrower (and if a payment falls or is likely to fall to be
         made by it, each Guarantor), file all such forms, make all such
         applications and take all such other action, (in each case in so far as
         it may reasonably be able to file, make or take) pursuant to all
         relevant treaties for the avoidance of double taxation in order that
         payments by it under the Finance Documents to which such treaties apply
         (or would apply were such filings, applications or other action made or
         taken) may be made without (or, where complete avoidance is not
         possible, with a reduced rate of) withholding tax. Each Finance Party
         shall give to each relevant Obligor and each relevant Obligor shall
         give to each Finance Party such assistance as the other may reasonably
         require in connection with the completion and filing of such forms, the
         making of such applications and the taking of such other duties as
         aforesaid.

11.6     U.S. TAXATION - DELIVERY OF FORMS AND STATEMENTS

(a)      Without prejudice to the generality of Clause 11.5 (Double tax treaty
         filings), each Finance Party which is not a U.S. Person and which is
         lending to a U.S. Borrower shall deliver (through the Facility Agent)
         to the relevant U.S. Borrower on or before the Maturity Date of the
         first Advance it makes to such U.S. Borrower, two copies of such duly
         completed form or forms as may be required to indicate that such
         Finance Party is entitled to receive payments under this Agreement
         without deduction, withholding or payment by the U.S. Borrower of any
         United States federal Taxes, including, without limitation, either:

         (i)      two copies of IRS Form 1001 of the Internal Revenue Service of
                  the United States of America or Form W-8BEN (Certificate of
                  Foreign Status of Beneficial Owner for United States Tax
                  Withholding) (relating to an applicable double revenue tax
                  treaty concluded by the United States of America); or

         (ii)     two copies of IRS Form 4224 of the Internal Revenue Service of
                  the United States of America or Form W-8ECI (Certificate of
                  Foreign Person's Claim for Exemption From Withholding On
                  Income Effectively Connected with the Conduct of a Trade or
                  Business in the United States) (relating to income effectively
                  connected with the conduct of a trade or business in the
                  United States of America).

         Each such Finance Party, subject as otherwise provided in this Clause
         11.6(d) below, shall deliver (through the Facility Agent) to each U.S.
         Borrower additional duly completed copies of any of the above forms
         and/or such additional or successor forms (including Form W-8BEN and
         Form W-8ECI) as shall be adopted from time to time by the Internal
         Revenue Service of the U.S.A. if it is notified by the U.S. Borrower or
         the Internal Revenue Service of the U.S.A. that any previous such form
         delivered by it pursuant to this Clause 11.6 has expired or that
         Finance Party becomes aware that any such form shall have become
         incomplete or inaccurate in any respect unless prior to that delivery
         any event occurs which renders the relevant form inapplicable.

(b)      Without prejudice to the generality of Clause 11.5 (Double tax treaty
         filings), each Finance Party which is a U.S. Person shall deliver
         (through the Facility Agent) to each U.S. Obligor a statement signed by
         an authorised signatory of the Finance Party to the effect that it is a
         U.S. Person and if necessary to avoid United States backup withholding,
         a duly completed copy of


<PAGE>   33

         Internal Revenue Service Form W-9 (or successor form) establishing that
         such Finance Party is not subject to United States backup withholding.

(c)      The Facility Agent shall have no responsibility or liability for and no
         obligation to check the accuracy or appropriateness of any form or
         statement delivered by any Finance Party pursuant to this Clause
         11.6(a) or (b) respectively.

(d)      If any Finance Party determines, as a result of any introduction of or
         change in applicable law, regulation or treaty, or in any official
         application or interpretation thereof, that it is unable to submit to
         any U.S. Obligor any form or certificate that the Finance Party is
         obliged to submit pursuant to Clause 11.6(a) or (b), or that such
         Finance Party is required to withdraw or cancel any form or certificate
         previously submitted, the Finance Party shall promptly notify the U.S.
         Borrowers' Agent of that fact.

11.7     COLLECTING AGENTS RULES

         Each Bank represents to the Facility Agent on the date it becomes a
         Party as a Bank that, in relation to the Facility, it is:

         (a)      either:

                  (i)      not resident in the United Kingdom for United Kingdom
                           tax purposes; or

                  (ii)     a bank as defined in section 840A of the Income and
                           Corporation Taxes Act 1988 and resident in the United
                           Kingdom; and

         (b)      beneficially  entitled to the  principal and interest  payable
                  by the Facility  Agent to it under this Agreement,

         (or, if it is not able to make those representations, will ensure that
         it assigns, transfers or novates its rights in respect of each Advance
         then made (or, if made later, when made) to an entity in respect of
         which both representations are correct) and, if it is able to make
         those representations on the date it becomes a Bank, shall forthwith
         notify the Facility Agent if either representation ceases to be
         correct.

12.      MARKET DISRUPTION

(a)      If, in relation to any Advance:

         (i)      if no or only one, Reference Bank supplies a rate on the Rate
                  Fixing Day for the purposes of determining LIBOR or the
                  Facility Agent otherwise determines that adequate and fair
                  means do not exist for ascertaining LIBOR; or

         (ii)     the Facility Agent receives notification from Banks whose
                  participations in an Advance exceed 50 per cent. (50%) by
                  value of that Advance that, in their opinion, by reason of
                  circumstances affecting the London Interbank Eurocurrency
                  Market:

                  (A)      matching deposits will not be available to them in
                           the London Interbank Eurocurrency Market in the
                           ordinary course of business in amounts sufficient to
                           fund their participations in that Advance for the
                           relevant Term; or


<PAGE>   34

                  (B)      the cost to them of such matching deposits in the
                           London Interbank Eurocurrency Market for that Term
                           would be in excess of LIBOR,

         the Facility Agent shall promptly notify the Obligors' Agent and the
         Banks of that fact and that this Clause 12 is in operation.

(b)      After any notification under paragraph (a) above:

         (i)      no further Requests may be delivered and no Bank shall be
                  obliged to participate in the Advance to which such
                  notification relates, unless such Advance is already
                  outstanding, until the Facility Agent notifies the Obligors'
                  Agent that the event specified in the notification no longer
                  prevails;

         (ii)     if the Obligors' Agent so requires, within 5 Business Days of
                  receipt of any such notification, the Obligors' Agent and the
                  Facility Agent (on behalf of the Banks) shall, in good faith,
                  enter into negotiations for a period of not more than 30 days
                  with a view to agreeing a substitute basis (the "SUBSTITUTE
                  BASIS") for determining the rate of interest and/or funding
                  applicable to any future Advance;

         (iii)    any Substitute Basis agreed under sub-paragraph (ii) above
                  shall be, with the prior consent of all the Banks, binding on
                  all the Parties; and

         (iv)     until and unless a Substitute Basis is so agreed, each Bank's
                  participation in each outstanding Advance to which such
                  notification related shall bear interest during the current
                  Term relative thereto at the rate certified by such Bank to be
                  its cost of funds (from such source as it may reasonably
                  select) for such Term in relation to such Advance, plus the
                  Applicable Margin and Reserve Asset Costs.

(c)      The Facility Agent, in consultation with the Obligors' Agent shall, on
         a monthly basis, review whether or not the circumstances referred to in
         Clause 12(a) above still prevail with a view to returning to the normal
         interest provisions of this Agreement.

13.      INCREASED COSTS

13.1     INCREASED COSTS

(a)      Subject to Clause 13.2 (Exceptions), the Parent shall forthwith on
         demand by a Finance Party pay to that Finance Party the amount of any
         increased cost incurred by it (or any Holding Company of it) as a
         result of any introduction of or change in or change in the
         interpretation, administration or application of any law, directive or
         official regulation (including any law or regulation relating to
         taxation, change in currency of a country or reserve asset, special
         deposit, cash ratio, liquidity or capital adequacy requirements or any
         other form of banking or monetary control) whether or not having the
         force of law but, if not, being a directive or official regulation with
         which it is the practice of banks in the relevant jurisdiction to
         comply or compliance by any Finance Party (or any Holding Company of
         such Finance Party) with any such introduction or change.

(b)      In this Agreement "INCREASED COST" means:

<PAGE>   35

         (i)      an additional cost incurred by a Finance Party (or any Holding
                  Company of it) as a result of it having entered into, or
                  performing, maintaining or funding its obligations under, any
                  Finance Document; or

         (ii)     that portion of an additional cost incurred by a Finance Party
                  (or any Holding Company of it) in making, funding or
                  maintaining all or any Advances comprised in a class of
                  Advances formed by or including the participations in the
                  Advances made or to be made under this Agreement which is
                  attributable to it making, funding or maintaining those
                  participations; or

         (iii)    a reduction in any amount payable to a Finance Party (or any
                  Holding Company of it) or the effective return to a Finance
                  Party (or any Holding Company of it) under any Finance
                  Document or on its (or such Holding Company's) capital; or

         (iv)     the amount of any payment made by a Finance Party (or any
                  Holding Company of it), or the amount of interest or other
                  return foregone by a Finance Party (or any Holding Company of
                  it), calculated by reference to any amount received or
                  receivable by a Finance Party from any other Party under this
                  Agreement.

(c)      The relevant Finance Party shall notify the Parent as promptly as
         reasonably practicable upon it becoming aware of circumstances giving
         rise to the right of such Finance Party to receive payments as referred
         to in this Clause 13.1, giving reasonable details of the likely
         calculation of such increased cost and basis on which it is
         attributable to the Facility, provided that such Finance Party shall
         not be required to divulge information of a confidential nature with
         respect to its business.

13.2     EXCEPTIONS

         Clause 13.1 (Increased costs) does not apply to any increased cost:

         (a)      compensated for by the operation of Clause 11 (Taxes) (or
                  which would have been so compensated for but for the operation
                  of Clause 11.3(a) (Recognised Bank)), Clause 8.1(c) (Interest
                  rate) or Clause 13.3 (Regulation D Compensation); or

         (b)      attributable to any change in the rate of tax on the overall
                  net income or gains of a Bank imposed in the jurisdiction in
                  which its principal office is located or on the overall net
                  income or gains of the Bank's Facility Office by the
                  jurisdiction in which that Facility Office is located.

13.3     REGULATION D COMPENSATION

         Unless such additional interest is paid in accordance with Clause
         8.1(c) (Interest rate), any Bank which is required by Regulation D
         issued by the Board of Governors of the Federal Reserve System of the
         U.S.A. to maintain and does maintain any reserves against "EUROCURRENCY
         LIABILITIES" (as defined in such Regulation) pursuant to such
         Regulation may require any U.S. Obligor to pay, contemporaneously with
         each payment of interest on any Advance (in respect of which the
         Eurodollar Reserve Percentage applies) made to such U.S. Obligor for
         any Term relative thereto, additional interest on the participation of
         such Bank in that Advance at the rate per annum determined from the
         formula (A)(i) LIBOR applicable to such Advance for that Term divided
         by (ii) one MINUS the Euro-Dollar Reserve Percentage


<PAGE>   36

         MINUS (B) LIBOR applicable to such Advance for that Term. Any Bank
         requiring payment by any U.S. Obligor of such additional interest shall
         notify such U.S. Obligor and the Facility Agent at least five Business
         Days prior to the last day of each Term for each relevant Advance of
         the amount due to be paid to it with respect to such Advance pursuant
         to this Clause 13.3 (certifying in that notice that the amount claimed
         does not exceed such part of the cost to such Bank of maintaining such
         reserves as in the opinion of that Bank should fairly and reasonably be
         apportioned to such Advance), which notice shall be final and binding
         in the absence of manifest error. No Bank shall be required to disclose
         in support of any claim hereunder any information reasonably regarded
         by such Bank as being confidential.

14.      ILLEGALITY

         If it becomes (or any change in the interpretation, administration or
         application of any law makes it apparent that it is) unlawful in any
         applicable jurisdiction or contrary to any applicable official
         regulation (if not having the force of law, being one with which it is
         the practice of banks, trusts, funds or financial institutions in the
         relevant jurisdiction to comply), for a Finance Party to give effect to
         any of its obligations as contemplated by this Agreement or to fund or
         maintain its participation in any Advance then:

         (a)      the Finance Party may notify the Obligors' Agent through the
                  Facility Agent accordingly; and

         (b)      (i)      each Borrower shall forthwith or by such later
                           date as is immediately prior to the illegality taking
                           effect prepay that Finance Party's participation in
                           all such Advances made to it together with all other
                           amounts payable by it to that Finance Party under
                           this Agreement as shall be necessary to avoid any
                           such illegality or breach; and

                  (ii)     to the extent necessary to avoid any such illegality
                           or breach such Finance Party's Commitment shall be
                           cancelled and the obligations of the Finance Party to
                           the Borrowers hereunder shall cease.

15.      MITIGATION

15.1     MITIGATION

         If Clauses 11 (Taxes), 13 (Increased Costs) or 14 (Illegality) operate
         in relation to any Finance Party to the detriment of any Borrower:

         (a)      such Finance Party shall, upon the request of the Obligors'
                  Agent, enter into discussions with the Obligors' Agent with a
                  view to determining what mitigating action might be taken by
                  such Finance Party; and

         (b)      at the request of the Obligors' Agent, the Facility Agent and
                  the relevant Finance Party will enter into discussions with
                  the Obligors' Agent with a view to determining what mitigating
                  action might be taken by such Finance Party (including without
                  limitation identifying replacement bank(s) or other financial
                  institution(s) who may be willing to become party to this
                  Agreement in place of such Finance Party) or by the Facility
                  Agent with respect to the administration of this Agreement;


<PAGE>   37

         PROVIDED THAT nothing in this Clause shall oblige any Finance Party to
         incur any material costs or expenses or to take any action or refrain
         from taking any action other than entering into such discussions in
         good faith.

15.2     COSTS AND EXPENSES

         Any costs and expenses reasonably incurred by any Finance Party
         pursuant to this Clause 15 shall be paid by the Obligors' Agent within
         five Business Days after receipt of a demand specifying the same in
         reasonable detail.

16.      GUARANTEE

16.1     GUARANTEE

         Each Guarantor irrevocably, unconditionally, jointly and severally:

         (a)      as principal obligor, and not merely as surety, guarantees to
                  each Finance Party prompt performance by each other Obligor of
                  all its payment obligations under the Finance Documents;

         (b)      undertakes with each Finance Party that whenever a Borrower
                  does not pay any amount when due under or in connection with
                  any Finance Document, that Guarantor shall forthwith on demand
                  by the Facility Agent pay that amount as if that Guarantor
                  instead of the relevant Borrower were expressed to be the
                  principal obligor; and

         (c)      indemnifies each Finance Party on demand against any loss or
                  liability suffered by such Finance Party if any obligation
                  guaranteed by that Guarantor is or becomes unenforceable,
                  invalid or illegal.

16.2     CONTINUING GUARANTEE

         This guarantee is a continuing guarantee and will extend to the
         ultimate balance of all sums payable by the Obligors or any of them
         under the Finance Documents, regardless of any intermediate payment or
         discharge in whole or in part.

16.3     REINSTATEMENT

(a)      Where any discharge (whether in respect of the obligations of any
         Obligor or any security for those obligations or otherwise) is made in
         whole or in part or any arrangement is made on the faith of any
         payment, security or other disposition which is avoided or must be
         restored on insolvency, liquidation or otherwise without limitation,
         the liability of each Guarantor under this Clause 16 shall continue as
         if the discharge or arrangement had not occurred.

(b)      Each Finance Party may concede or compromise any claim that any
         payment, security or other disposition is liable to avoidance or
         restoration.

16.4     WAIVER OF DEFENCES

         The obligations of each Guarantor under this Clause 16 will not be
         affected by any act, circumstance, omission, matter or thing which, but
         for this provision, would reduce, release or prejudice any of its
         obligations under this Clause 16 or prejudice or diminish those



<PAGE>   38

         obligations in whole or in part, including without limitation (whether
         or not known to it or any other Party):

         (a)      any time, indulgence or waiver granted to, or composition
                  with, any Obligor or other person;

         (b)      the taking, variation, compromise, exchange, renewal or
                  release of, or refusal or neglect to perfect, take up or
                  enforce, any rights or remedies against, or security over
                  assets of, any Obligor or other person or any non-presentation
                  or non-observance of any formality or other requirement in
                  respect of any instrument or any failure to realise the full
                  value of any security;

         (c)      any legal limitation, disability, incapacity or lack of
                  powers, authority or legal personality of or dissolution or
                  change in the members or status of any Obligor or any other
                  person;

         (d)      any variation (however fundamental and whether or not
                  involving an increase in liability of any Obligor) or
                  replacement of a Finance Document or any other document or
                  security so that references to that Finance Document in this
                  Clause 16 shall include each variation or replacement;

         (e)      any unenforceability, illegality, invalidity or frustration of
                  any obligation of any person under any Finance Document or any
                  other document or security or any failure of any Obligor or
                  proposed Obligor to become bound by the terms of any Finance
                  Document;

         (f)      any postponement, discharge, reduction, non-provability or
                  other similar circumstance affecting any obligation of any
                  Obligor under a Finance Document resulting from any
                  insolvency, liquidation or dissolution proceedings or from any
                  law, regulation or order,

         so that each such obligation shall, for the purposes of the Guarantor's
         obligations under this Clause 16, remain in full force and be construed
         as if there were no such act, circumstance, variation, omission, matter
         or thing.

16.5     IMMEDIATE RECOURSE

         Each Guarantor waives any right it may have of first requiring any
         Finance Party (or any trustee or agent on its behalf) to proceed
         against or enforce any other rights or security or claim payment from
         or file any proof or claim in any insolvency proceedings of any person
         before claiming from that Guarantor under this Clause 16.

16.6     APPROPRIATIONS

         Until all amounts which may be or become payable by the Obligors under
         or in connection with the Finance Documents have been irrevocably paid
         in full, each Finance Party (or any trustee or agent on its behalf)
         may:

         (a)      refrain from applying or enforcing any other moneys, security
                  or rights held or received by that Finance Party (or any
                  trustee or agent on its behalf) in respect of



<PAGE>   39

                  those amounts, or apply and enforce the same in such manner
                  and order as it sees fit (whether against those amounts or
                  otherwise) and no Guarantor shall be entitled to the benefit
                  of the same; and

         (b)      hold in an interest bearing suspense account any moneys
                  received from any Guarantor or on account of any Guarantor's
                  liability under this Clause 16.

16.7     NON-COMPETITION

         Until all amounts which may be or become payable by the Obligors under
         or in connection with the Finance Documents have been irrevocably paid
         in full, no Guarantor shall, after a claim has been made or by virtue
         of any payment or performance by it under this Clause 16:

         (a)      be subrogated to any rights, security or moneys held, received
                  or receivable by any Finance Party (or any trustee or agent on
                  its behalf) or be entitled to any right of contribution or
                  indemnity in respect of any payment made or moneys received on
                  account of that Guarantor's liability under this Clause 16
                  and, to the extent that any Guarantor is so subrogated or
                  entitled by law, that Guarantor (to the fullest extent
                  permitted by law) waives and agrees not to exercise or claim
                  those rights, security or money or that right of contribution
                  or indemnity;

         (b)      claim, rank, prove or vote as a creditor of any Obligor or its
                  estate in competition with any Finance Party (or any trustee
                  or agent on its behalf) unless otherwise required by the
                  Facility Agent or by law (in which case any proceeds of any
                  claim in respect of any rights, security or monies of any
                  Finance Party to which such Guarantor was subrogated will be
                  paid by such Guarantor to the Facility Agent to be applied in
                  accordance with the provisions of the Finance Documents); or

         (c)      receive, claim or have the benefit of any payment,
                  distribution or security from or on account of any Obligor, or
                  exercise any right of set-off as against any Obligor (and
                  without prejudice to the foregoing, each Guarantor shall
                  forthwith pay to the Facility Agent for the benefit of the
                  Finance Parties an amount equal to any amount so set off by
                  it).

         Each Guarantor shall hold in trust for and forthwith pay or transfer to
         the Facility Agent for the Finance Parties any payment or distribution
         or benefit of security received by it contrary to this Clause 16.7.

16.8     ADDITIONAL SECURITY

         This guarantee is in addition to and is not in any way prejudiced by
         any other security now or hereafter held by any Finance Party.

16.9     LIMITATIONS

         Notwithstanding any other provision of this Clause 16 the obligations
         of each U.S. Obligor in its capacity as a Guarantor under this Clause
         16 shall be limited to a maximum aggregate amount equal to the largest
         amount that would not render its obligations hereunder subject to
         avoidance as a fraudulent transfer or conveyance under Section 548 of
         Title 11 of the United States Bankruptcy Code or any applicable
         provisions of comparable state law (collectively,



<PAGE>   40

         the "FRAUDULENT TRANSFER LAWS"), in each case after giving effect to
         all other liabilities of such U.S. Obligor, contingent or otherwise,
         that are relevant under the Fraudulent Transfer Laws (specifically
         excluding, however, any liabilities of such U.S. Obligor in respect of
         intercompany indebtedness to the Borrowers or Affiliates of the
         Borrowers to the extent that such indebtedness would be discharged in
         an amount equal to the amount paid by such U.S. Obligor hereunder) and
         after giving effect as assets to the value (as determined under the
         applicable provisions of the Fraudulent Transfer Laws) of any rights to
         subrogation, contribution, reimbursement, indemnity or similar rights
         of such U.S. Obligor pursuant to (i) applicable law or (ii) any
         agreement providing for an equitable allocation among such U.S. Obligor
         and other Affiliates of the Borrowers of obligations arising under
         guarantees by such parties.

17.      ADDITIONAL BORROWERS, GUARANTORS AND SECURITY

17.1     ADDITIONAL BORROWERS

(a)      If any wholly-owned Subsidiary incorporated in the United States or the
         United Kingdom of the Parent wishes to become a Borrower, it and the
         Obligors' Agent (for itself and on behalf of the existing Borrowers and
         Guarantors) shall first execute and deliver to the Facility Agent a
         duly completed Guarantor Accession Agreement and then a Borrower
         Accession Agreement.

(b)      Delivery of a Borrower Accession Agreement, executed by the relevant
         Subsidiary and the Obligors' Agent, constitutes confirmation by that
         Subsidiary and the Obligors' Agent that the representations and
         warranties set out in Clause 18 (Representations and Warranties) to be
         made by them on the date of the Borrower Accession Agreement are
         correct as if made by them with reference to the facts and
         circumstances then existing.

(c)      If all the Banks confirm to the Facility Agent their agreement to the
         relevant Subsidiary becoming a Borrower (such agreement not to be
         unreasonably withheld), the Facility Agent shall execute such Borrower
         Accession Agreement for itself and on behalf of the other Finance
         Parties.

(d)      Subject to paragraph (e) below, upon execution of a Borrower Accession
         Agreement by the relevant Subsidiary, the Obligors' Agent and the
         Facility Agent, such Subsidiary shall become an Additional Borrower in
         accordance with the terms of this Agreement but the Additional
         Borrower's right to request Advances under this Agreement may be
         limited in accordance with the terms of the Borrower Accession
         Agreement.

(e)      The obligations of the Finance Parties to such Additional Borrower with
         respect to the making of an Advance to it under this Agreement, are
         subject to the conditions precedent that the Facility Agent shall have
         received in form and substance satisfactory to it (acting reasonably)
         each of the documents listed in Schedule 3 Part II and such other
         reports, opinions and other documents relating to such Additional
         Borrower as the Facility Agent may reasonably require.

17.2     ADDITIONAL GUARANTORS

(a)      In order to comply with Clause 17.1 (Additional Borrowers) and Clause
         19.32 (Obligor cover) the Parent shall procure that sufficient
         Subsidiaries accede as Guarantors to this


<PAGE>   41

         Agreement by delivering duly executed and completed Guarantor Accession
         Agreements to the Facility Agent.

(b)      Delivery of a duly executed and completed Guarantor Accession Agreement
         to the Facility Agent, will evidence the accession of the relevant
         Subsidiary as an Additional Guarantor and will constitute confirmation
         by that Subsidiary and the Parent that the representations and
         warranties set out in Clause 18 (Representations and Warranties) to be
         made by them on the date of the Guarantor Accession Agreement are
         correct, as if made by them with reference to the facts and
         circumstances then existing.

(c)      The Parent shall procure that any Additional Guarantor shall also
         deliver each of those documents listed in Part II Schedule 3 and such
         other reports, opinions and documents relating to such Additional
         Guarantors as the Facility Agent may reasonably require, together with
         the Guarantor Accession Agreement, in each case, in form and substance
         satisfactory to the Facility Agent.

17.3     SECURITY

(a)      The Obligors shall procure that:

         (i)      the Security Documents specified in Schedule 6 are executed
                  and delivered to the Security Agent on the Signing Date; and

         (ii)     if a Subsidiary acquires any asset of material value or
                  material to the operation of the business of any member of the
                  Group, such that on the date of acquisition the Subsidiary
                  would be required to accede as a Guarantor and execute
                  security in favour of the Security Agent pursuant to Clause
                  19.32 (Obligor cover) of this Agreement (with reference to the
                  most recent monthly and consolidated Accounts) the member of
                  the Group acquiring such asset shall (if such asset is not, in
                  the opinion of the Security Agent, subject to a charge under
                  any existing Security Document) promptly execute and deliver
                  to the Security Agent and in any event within 30 days of such
                  entity becoming a member of the Group such further or
                  additional Security Documents in relation to such assets as
                  the Majority Banks may require in substantially the same terms
                  as the Security Documents charging similar assets entered into
                  on the Signing Date.

(b)      The Obligors shall procure that any entity which becomes a member of
         the Group after the Signing Date shall, if required by the Security
         Agent and if necessary in order to comply with Clause 19.32 (Obligor
         cover), promptly execute and deliver to the Security Agent and in any
         event within 30 days of such entity becoming a member of the Group such
         Security Documents in substantially the same terms as the Security
         Documents entered into at the Signing Date subject to any provision of
         law prohibiting such person from entering into such Security Documents.

(c)      Where any such prohibition as is referred to above exists, the Obligors
         shall use their reasonable endeavours lawfully to overcome the
         prohibition.

(d)      The Obligors shall at their own expense execute and do all such
         assurances, acts and things (i) as the Security Agent may reasonably
         require for perfecting or protecting the security intended to be
         afforded by the Security Documents (and shall deliver to the Security
         Agent


<PAGE>   42

         such directors and shareholders resolutions, title documents and other
         documents as the Security Agent may reasonably require) or (ii) as the
         Security Agent may require for facilitating the realisation of all or
         any part of the assets which are subject to the Security Documents and
         the exercise of all powers, authorities and discretions vested in the
         Security Agent or in any receiver of all or any part of those assets.

17.4     RELEASE OF GUARANTORS AND SECURITY

(a)      Subject to paragraph (c) below, at the time of completion of any sale
         or other disposal to a person or persons outside (and which will remain
         outside) the Group of all of the shares in the capital of any Guarantor
         (or of all of the shares in any other member of the Group such that any
         Guarantor ceases as a result thereof to be a member of the Group) and
         in such other circumstances (if any) as the Facility Agent (acting on
         the instructions of the Majority Banks acting reasonably) may from time
         to time agree in writing, such Guarantor shall be released from all
         past, present and future liabilities (both actual and contingent and
         including, without limitation, any liability to any other Guarantor by
         way of contribution) hereunder and under the Security Documents to
         which it is a party (other than liabilities which it has in its
         capacity as a Borrower), and the security provided over its assets
         under such Security Documents shall be released.

(b)      Subject to paragraph (c) below, at the time of completion of any sale
         or other disposal to a person or persons outside (and which will remain
         outside) the Group of any assets owned by an Obligor over which
         security has been created by the Security Documents to which that
         Obligor is party, those assets shall be released from such security.

(c)      The release of the guarantees and security referred to in paragraphs
         (a) and (b) above shall only occur (save to the extent otherwise agreed
         by the Facility Agent acting on the instructions of the Majority Banks)
         if:

         (i)      either (1) such disposal by any member of the Group is
                  permitted by the provisions of this Agreement and will not
                  result directly or indirectly in any breach of any of the
                  terms of this Agreement, or (2) such disposal is being
                  effected at the request of the Majority Banks in circumstances
                  where any of the security created by the Security Documents
                  has become enforceable, or (3) such disposal is being effected
                  by enforcement of the Security Documents; and

         (ii)     any assets to be transferred to other members of the Group
                  before completion of such disposal shall have been so
                  transferred and (if so required by the Facility Agent acting
                  on the instructions of the Majority Banks) security over those
                  assets shall have been granted to the Security Agent on terms
                  equivalent to those in the existing Security Documents to its
                  satisfaction.

         The Security Agent shall (at the expense of the relevant Obligor)
         execute such documents effecting such release as shall be reasonably
         required to achieve such release as aforesaid (and the Security Agent
         shall execute such documents promptly upon (and only upon) it being
         satisfied that the conditions in (i) and (ii) above are satisfied or
         the Majority Banks have otherwise agreed).

(d)      If any person which is a member of the Group shall cease to be such a
         member in consequence of the enforcement of any of the Security
         Documents or in consequence of a


<PAGE>   43

         disposal of the shares therein or in any Holding Company of it effected
         at the request of the Majority Banks in circumstances where any of the
         security created by the Security Documents has become enforceable, any
         claim which any Obligor may have against such person or any of its
         Subsidiaries or which that person or any of its Subsidiaries may have
         against any Obligor in or arising out of this Agreement or any of the
         Security Documents (including, without limitation, any claim by way of
         subrogation to the rights of the Agents and the Banks under the Finance
         Documents and any claim by way of contribution or indemnity) shall be
         released automatically and immediately upon such person ceasing to be a
         member of the Group.

18.      REPRESENTATIONS AND WARRANTIES

18.1     REPRESENTATIONS AND WARRANTIES

         Each Obligor makes to each Finance Party the representations and
         warranties set out in this Clause 18 (other than in respect of the
         representations and warranties in Clauses 18.1(j) (Prospectus), 18.1(k)
         (Financial Forecasts), 18.1(l) (Base Financial Statements), 18.1(v)
         (Information Memorandum) and 18.1(w) (Structure Memorandum) which are
         made by the Parent only).

         (a)      STATUS: It is, and each Subsidiary of it is, a limited
                  liability company or, in the case of a U.S. Person
                  corporation, duly incorporated or established and validly
                  existing under the laws of the jurisdiction of its
                  incorporation or establishment, with the power to own its
                  assets and carry on its business as it is being conducted, and
                  no administrator, receiver, liquidator or similar official has
                  been appointed with respect to it or any member of the Group
                  or with respect to the assets of any of them who has not been
                  released, discharged or resigned from such appointment and no
                  petition or proceeding for such an appointment is pending.

         (b)      POWERS AND AUTHORITY: It has the power to enter into and
                  perform, and has taken all necessary action to authorise the
                  entry into, performance and delivery by it of, the Finance
                  Documents to which it is or will be a party and the
                  transactions contemplated by those Finance Documents.

         (c)      LEGAL VALIDITY: Subject to the Reservations, each Finance
                  Document to which it is or will be a party constitutes, or
                  when executed in accordance with its terms will constitute,
                  its legal, valid and binding obligation and no limit on its
                  powers will be exceeded as a result of the borrowings, grant
                  of security or giving of guarantees contemplated by the
                  Finance Documents to which it is a party.

         (d)      NON-CONFLICT: The entry into and performance by it of, and the
                  transactions contemplated by, the Finance Documents do not and
                  will not:

                  (i)      conflict with any law or judicial or official
                           regulation applicable to it; or

                  (ii)     conflict with its constitutional documents; or

                  (iii)    conflict in any material respect with any agreement
                           or document which is binding upon it, or any other
                           member of the Group or any of its assets or any
                           assets of any other member of the Group; or
<PAGE>   44

                  (iv)     entitle  any third  party to  terminate  any
                           material  contract  with any member of the Group.

         (e)      NO DEFAULT:

                  (i)      No Event of Default is  outstanding  which has not
                           been waived or is  reasonably  likely to result from
                           the making of any Advance; and

                  (ii)     no other event is outstanding which constitutes (or,
                           with the giving of notice, lapse of time or the
                           making of any determination (other than a
                           determination as to materiality which is not
                           satisfied), will or any combination of the foregoing
                           is reasonably likely to constitute) a default under
                           any agreement or document which is binding on any
                           member of the Group or any asset of any member of the
                           Group, which event or default or any action which any
                           third party is entitled to take following any such
                           event or default would have a Material Adverse
                           Effect.

         (f)      AUTHORISATIONS: All authorisations required by it in
                  connection with the entry into, performance, validity and
                  enforceability of, and the transactions contemplated by, the
                  Finance Documents have been obtained or effected (as
                  appropriate) and are in full force and effect save for any
                  filings and registrations necessary in connection with the
                  Security Documents which can be effected by or on behalf of
                  the Security Agent (and without the need for any action by any
                  member of the Group) after the date hereof.

         (g)      ACCOUNTS:

                  (i)      Its Accounts most recently delivered to the Facility
                           Agent (if audited) present a true and fair view of or
                           (if unaudited) fairly present its and (if
                           consolidated) its Subsidiaries consolidated financial
                           condition as at the date to which they were drawn up,
                           subject in the case of quarterly and monthly Accounts
                           to which, save as adjusted in accordance with Clause
                           19.5 (Audit and Accounting Dates), have been normal
                           year end adjustments.

                  (ii)     Its audited accounts (whether  consolidated or
                           unconsolidated)  most recently delivered to the
                           Facility Agent:

                           (A)      have been prepared in accordance with
                                    Applicable Accounting Principles, which,
                                    save as adjusted in accordance with Clause
                                    19.5 (Audit and Accounting Dates) have been
                                    consistently applied; and

                           (B)      fairly represent the financial condition of
                                    that Obligor and, where applicable, its
                                    Subsidiaries as at the date to which they
                                    were drawn up, and since such date there has
                                    been no material adverse change in the
                                    financial condition of that Obligor or,
                                    where applicable, the consolidated financial
                                    position of that Obligor and its
                                    Subsidiaries.

                  (iii)    All forecasts and projections delivered to the
                           Facility Agent pursuant to Clause 19.3 (Projections)
                           (other than those already contained in the



<PAGE>   45

                           Information Memorandum) were based on assumptions
                           considered to be fair and reasonable as at the date
                           of such delivery and were provided in good faith.

         (h)      LITIGATION AND LABOUR DISPUTES: No litigation, arbitration,
                  administrative or regulatory proceedings are current or, to
                  its knowledge, pending or threatened, which are reasonably
                  likely to be adversely determined to it and which would, if so
                  determined, have a Material Adverse Effect. No labour disputes
                  are current or, to its knowledge, threatened which would have
                  a Material Adverse Effect.

         (i)      TAX LIABILITIES: No claims are being or are reasonably likely
                  to be asserted against any member of the Group with respect to
                  Taxes which are reasonably likely to be determined adversely
                  to such member of the Group and which, if so adversely
                  determined, would have a Material Adverse Effect. It is not
                  overdue in the filing of any material Tax returns where such
                  later filing might result in any fine or penalty.

         (j)      PROSPECTUS:

                  (i)      The Prospectus did not, at the time that it was
                           declared effective under the U.S. Securities Act of
                           1933, as amended, contain any untrue statement of a
                           material fact or omit to state any material fact
                           required to be stated therein or necessary in order
                           to make the statements therein, in light of the
                           circumstances under which they were made, not
                           misleading.

                  (ii)     Nothing has occurred or come to light which renders
                           any of the material factual information, expressions
                           of opinion or intention, projections or conclusions
                           contained in the Prospectus inaccurate or misleading
                           (or in the case of expressions of opinion,
                           conclusions or projections, other than fair and
                           reasonable) in any material respect in the context of
                           the Acquired Assets, the Group and the transactions
                           contemplated hereby.

         (k)      FINANCIAL FORECASTS:

                  The forecasts and projections contained in the Financial
                  Forecasts are reasonable and are reasonably believed by the
                  Parent (which shall be deemed to have the belief of each of
                  the Executive Officers) to be attainable.

         (l)      BASE FINANCIAL STATEMENTS:

                  (i)      So far as it is aware after due and careful enquiry
                           (the knowledge of each of the Executives being
                           imputed to each Obligor) the Base Financial
                           Statements have been prepared in accordance with the
                           Applicable Accounting Principles and fairly present
                           the consolidated financial position of the Target
                           Group, as at the date to which the same were prepared
                           and/or (as appropriate) the results of operations and
                           changes in financial position during the period for
                           which they were prepared, subject, in the case of
                           management Accounts, to normal year end adjustments,
                           and the Accounts referred to in paragraphs (a) and
                           (c) of the definition of Base Financial Statements in
                           Clause 1.1 do not consolidate or include the results
                           of any company, business or partnership whose
                           business at the Closing Date is not part of the
                           Acquired Assets.

<PAGE>   46

                  (ii)     There has been no material adverse change in the
                           business, assets or financial condition of the
                           Acquired Assets (taken as a whole) since the date to
                           which the latest of the Base Financial Statements in
                           which its financial position and results of
                           operations are reflected were prepared.

         (m)      INTELLECTUAL PROPERTY RIGHTS:

                  (i)      It and each of its Subsidiaries which is a Material
                           Subsidiary owns or has licensed to it all the
                           Intellectual Property Rights which are material in
                           the context of its (or such Material Subsidiaries')
                           business and which are required by it (or such
                           Material Subsidiary) in order for it to carry on its
                           business in all material respects as it is being
                           conducted and as contemplated in the Financial
                           Forecasts and as far as it is aware it does not (nor
                           do any of its Subsidiaries which is a Material
                           Subsidiary), in carrying on its business, infringe
                           any Intellectual Property Rights of any third party
                           in any material respect.

                  (ii)     It and each of its Subsidiaries which is a Material
                           Subsidiary has taken all actions (including payment
                           of fees) required to maintain in full force and
                           effect any registered Intellectual Property Rights
                           owned by it which are material in the context of its
                           (or such Material Subsidiaries') business or which
                           are required by it (or such Material Subsidiary) in
                           order for it to carry on its business in all material
                           respects as it is being conducted and as contemplated
                           in the Financial Forecasts.

                  (iii)    It and each of its Subsidiaries which is a Material
                           Subsidiary has the right to use all trade names and
                           has not entered into any agreements restricting the
                           use of such trade names.

         (n)      ENVIRONMENTAL MATTERS:

                  (i)      It and its Subsidiaries have obtained all requisite
                           Environmental Licences required for the carrying on
                           of its business as currently conducted and have at
                           all times complied with (A) the terms and conditions
                           of such Environmental Licences and (B) all other
                           applicable Environmental Laws which, in each case, if
                           not obtained or complied with would have a Material
                           Adverse Effect or a material adverse effect on the
                           value (taken as a whole) of the real property charged
                           pursuant to the Security Documents. There are to its
                           knowledge no circumstances which may prevent or
                           interfere with such compliance in the future.

                  (ii)     There is no Environmental Claim current or (to its
                           knowledge) pending or threatened, and there are no
                           past or present acts, omissions, events or
                           circumstances that would be reasonably likely to form
                           the basis of any Environmental Claim (including,
                           without limitation, any arising out of the
                           generation, storage, transport, disposal or release
                           of any Dangerous Substance), against any Obligor
                           which, if adversely determined, would have a Material
                           Adverse Effect.

<PAGE>   47

         (o)      PARI PASSU RANKING: Its obligations under the Finance
                  Documents rank and will rank at least pari passu with all its
                  other unsecured obligations.

         (p)      OWNERSHIP OF ASSETS:

                  Save to the extent disposed of without breaching the terms of
                  any of the Finance Documents, with effect from and after the
                  Signing Date, and as at the time this representation is given
                  or repeated, it and each of its Subsidiaries which is a
                  Material Subsidiary has good title to or valid leases or
                  licences of or is otherwise entitled to use and permit other
                  members of the Group to use all material assets necessary, in
                  the case of an Obligor, to conduct its business as conducted
                  by it at such time; and

         (q)      SECURITY DOCUMENTS: It is the beneficial owner of the property
                  which it purports to charge with full title guarantee free and
                  clear of any Encumbrances (other than Permitted Encumbrances)
                  pursuant to any of the Security Documents. The shares charged
                  by it pursuant to the Security Documents are all fully paid
                  and non-assessable and are not subject to any option to
                  purchase or similar rights.

         (r)      ERISA:

                  (i)      No act,  omission or  transaction  has occurred
                           which will result in the  imposition on any U.S.
                           Obligor of:

                           (1)      any penalty assessed  pursuant to ERISA or
                                    a tax imposed by section 4975 of the IRC;

                           (2)      breach of fiduciary duty liability damages
                                    under section 409 of ERISA,

                           which would in any such case have a Material Adverse
                           Effect.

                  (ii)     No U.S. Obligor or ERISA Affiliate has maintained, or
                           had an obligation to contribute to, or has any
                           liability or potential liability with respect to any
                           Plan.

                  (iii)    Payment has been made of all amounts which any U.S.
                           Obligor or any ERISA Affiliate is required under the
                           terms of each Plan or applicable law to have paid as
                           contributions to such Plan, except as could not
                           reasonably be expected to have a Material Adverse
                           Effect.

                  (iv)     Each U.S. Obligor and each ERISA Affiliate are in
                           compliance in all material respects with the
                           presently applicable provisions of ERISA, the IRC,
                           and all other applicable laws and regulations with
                           respect to each Plan and with respect to each other
                           employee benefit plan as such term is defined in
                           Section 3(3) of ERISA except as could not reasonably
                           be expected to have a Material Adverse Effect.

                  (v)      Neither any U.S. Obligor nor any ERISA Affiliate (nor
                           any trade or business that was an ERISA Affiliate)
                           has at any time contributed to or been obliged to
                           contribute to any Multiemployer Plan which, upon the
                           complete or partial


<PAGE>   48

                           withdrawal of the U.S. Obligor or any ERISA Affiliate
                           from such Plan, could result in the imposition of
                           complete or partial withdrawal liability which would
                           a Material Adverse Effect.

                  (vi)     There are no actions, suits or claims pending (other
                           than routine claims for benefits) against any Plan or
                           the assets of any such Plan, except as could not
                           reasonably be expected to have a Material Adverse
                           Effect.

                  (vii)    No ERISA Event has occurred or is reasonably expected
                           to occur.

                  (viii)   Except to the extent required under Section 4980B of
                           the IRC, no employee benefit plan (as such term is
                           defined in Section 3(3) of ERISA) provides health or
                           welfare benefits beyond the last day of the calendar
                           month in which termination of employment occurs for
                           any retired or former employee of any U.S. Obligor or
                           any of their respective ERISA Affiliates.

         (s)      INVESTMENT COMPANY STATUS: Each U.S. Obligor is either (i) not
                  an "investment company" or an "affiliated person" of, or
                  "promoter" or "principal underwriter" for an "investment
                  company" in each case within the meaning of the United States
                  Investment Company Act of 1940, as amended or (ii) is exempt
                  from all provisions of such Act, as amended.

         (t)      SOLVENCY OF U.S. OBLIGORS: At the date of this Agreement, each
                  U.S. Obligor is, and immediately after consummation of the
                  transactions contemplated to occur under this Agreement and
                  the other Finance Documents and after giving effect to all
                  obligations incurred and Encumbrances created by such U.S.
                  Obligor in connection herewith and therewith will be, Solvent.
                  No Obligor is entering into this Agreement or the transactions
                  contemplated hereby with actual intent to hinder, delay or
                  defraud either present or future creditors. As used in this
                  Agreement, "SOLVENT" means, with respect to any U.S. Obligor
                  on a particular date, that on such date (i) the fair value of
                  the assets of such U.S. Obligor is greater than the total
                  amount of liabilities, including, without limitation,
                  subordinated and contingent liabilities, of such U.S. Obligor,
                  (ii) the amount that will be required to pay the probable
                  liabilities of such U.S. Obligor on its debts as they become
                  absolute and matured will not be greater than the fair
                  saleable value of the property of such U.S. Obligor at such
                  time, (iii) such U.S. Obligor is able to realise upon its
                  assets and pay its debts and other liabilities, contingent
                  obligations and other commitments as they mature in the normal
                  course of business, (iv) such U.S. Obligor does not intend to,
                  and does not believe that it will, incur debts or liabilities
                  beyond such U.S. Obligor's ability to pay as such debts and
                  liabilities become absolute and mature, and (v) such U.S.
                  Obligor is not engaged in a business or a transaction, and is
                  not about to engage in a business or a transaction, for which
                  such U.S. Obligor's property would constitute unreasonably
                  small capital with which to conduct the businesses in which it
                  is engaged. In computing the amount of any contingent
                  liability at any time, it is intended that such liability will
                  be computed at the amount which, in light of all the facts and
                  circumstances existing at such time, represents the amount
                  that might reasonably be expected to become an actual or
                  matured liability and taking into account the value of rights
                  of contribution, reimbursement and subrogation which such U.S.
                  Obligor might reasonably be expected to realise in respect
                  thereof.

<PAGE>   49

         (u)      YEAR 2000: The Parent and its Subsidiaries (including after
                  completion of the TIB Acquisition, the Target Group) have
                  taken steps that are reasonable to ensure that the occurrence
                  of the year 2000 will not, or is not reasonably likely to,
                  have a Material Adverse Effect on it or its Subsidiaries'
                  information and business systems.

         (v)      INFORMATION MEMORANDUM:

                  (i)      The factual information in relation to the Group in
                           the Information Memorandum is to the best of the
                           Parent's knowledge and belief true and accurate in
                           all material respects, opinions expressed about the
                           Group in the Information Memorandum were honestly
                           held and all projections in the Information
                           Memorandum were based on assumptions considered to be
                           reasonable as at the date of which the Information
                           Memorandum speaks and all such factual information,
                           opinions and assumptions were provided in good faith.

                  (ii)     The Information Memorandum did not omit at its date
                           any information which made misleading in any material
                           respect any information in the Information
                           Memorandum.

         (w)      STRUCTURE MEMORANDUM: The Structure Memorandum contains
                  descriptions which in all material respects are true, complete
                  and correct of the corporate ownership structure of the Group
                  (including details of any minority shareholdings held by any
                  person who is not a member of the Group, details of all
                  partnership, joint ventures and co-operative agreements in
                  which any member of the Group has an interest and details of
                  any minority shareholding owned by any member of the Group)
                  showing each Subsidiary and all inter-company Borrowings (of a
                  type specified in paragraphs (a), (b) or (c) of the definition
                  of "Borrowings" in Clause 1.1) of more than U.S.$500,000 (or
                  its equivalent in other currencies) as they will be
                  immediately after the Signing Date.

         (x)      SENIOR INDEBTEDNESS/DESIGNATED SENIOR INDEBTEDNESS: The
                  Advances and all other monetary obligations of the Parent,
                  whether in its capacity as a Borrower, a Guarantor or
                  otherwise, under any of the Finance Documents constitute
                  "Senior Indebtedness" and "Designated Senior Indebtedness" as
                  defined in the indenture dated 27th May, 1998 made between the
                  Parent and The Bank of New York, as trustee, relating to the
                  Parent's 4.75% Convertible Subordinated Notes due 2003.

18.2     TIMES FOR MAKING REPRESENTATIONS AND WARRANTIES

         The representations and warranties set out in Clause 18.1
(Representations and warranties) above:

         (a)      (i)      (except in the case of Clauses 18.1(v) (Information
                           Memorandum) in the case of each Obligor which is a
                           Party on the Signing Date are made on that date and
                           on the first Drawdown Date; and

                  (ii)     in the case of an Obligor which becomes a Party after
                           the Signing Date, will be deemed to be made by that
                           Obligor on the date it executes a Borrower Accession
                           Agreement or Guarantor Accession Agreement;


<PAGE>   50

         (b)      in the case of Clause 18.1(v) (Information Memorandum) will be
                  made on the date on which the Information Memorandum is
                  initialled for identification by the Arranger and together
                  with Clauses 18.1(j) (Prospectus), 18.1(k) (Financial
                  Forecasts), 18.1(l) (Base Financial Statements) and 18.1(w)
                  (Structure Memorandum) will also be made on the last day of
                  the Primary Syndication Period.

         (c)      with the exception of Clause 18.1(j) (Prospectus), 18.1(l)
                  (Base Financial Statements), 18.1(n)(i) (Environmental
                  matters), 18.1(r)(ii) (ERISA), 18.1(v) (Information
                  Memorandum) and 18.1(u) (Year 2000), are deemed to be repeated
                  by each Obligor on the date of each Request and each Drawdown
                  Date with reference to the facts and circumstances then
                  existing; and

         (d)      in the case of Clause 18.1(u) (Year 2000), is deemed to be
                  repeated by each Obligor on the date of each Request and each
                  Drawdown Date with reference to the facts and circumstances
                  then existing provided that the obligation to make this
                  representation will cease on 15th January, 2000.

19.      UNDERTAKINGS

19.1     DURATION

         The undertakings in this Clause 19 remain in force from the date of
         this Agreement for so long as any amount is or may be outstanding under
         this Agreement or any Commitment is in force.

19.2     FINANCIAL INFORMATION

         The Parent shall supply to the Facility Agent in sufficient copies for
         all the Banks:

         (a)      as soon as the same are  available  (and in any event  within
                  120 days of the end of each of its financial years):

                  (i)      the audited consolidated accounts of the Group for
                           that financial year; and

                  (ii)     promptly upon request by the Facility Agent, the
                           audited accounts, if prepared, of each Obligor
                           (consolidated in the case of an Obligor with
                           Subsidiaries) for that financial year;

         (b)      as soon as available (and in any event within 45 days) after
                  the end of each consecutive three month period ending on an
                  Accounting Date, unaudited consolidated management accounts of
                  the Group for that three month period in a form and showing
                  the detailed information provided for in the Proforma Accounts
                  together with a written report by an Executive Officer
                  explaining any material variances against budget and the
                  Financial Forecasts for that period;

         (c)      as soon as available (and in any event within 45 days) after
                  the end of each calendar month the unaudited consolidated
                  management accounts of the Group for that month in a form and
                  showing the detailed information provided for in the Proforma
                  Accounts and with each set of monthly consolidated management
                  accounts, a written


<PAGE>   51

                  report of an Executive Officer explaining any material
                  variances against the budget and Financial Forecasts for that
                  period; and

         (d)      (i)      together with the Accounts specified in paragraph (a)
                           above, (A) a certificate signed by the Auditors (I)
                           setting out in reasonable detail computations
                           establishing, as at the date of such accounts,
                           compliance or otherwise with Clause 20.2 (Financial
                           Covenants), and (II) stating that the Auditors did
                           not in the course of their audit discover any Event
                           of Default which they know to be an Event of Default
                           or, if they did, describing the same, and (B) a
                           certificate signed by an Executive Officer
                           identifying the Material Subsidiaries and those
                           companies required to provide guarantees and security
                           in order to comply with 19.32 (Obligor cover) on the
                           basis of such Accounts;

                  (ii)     together with the Accounts specified in paragraph (a)
                           and (b) above ending on an Accounting Date other than
                           31st March and 30th September (before any
                           adjustment), a certificate signed by two directors of
                           the Parent (one of whom shall be the Chief Financial
                           Officer) (i) setting out in reasonable detail
                           computations establishing compliance with Clause 20.2
                           (Financial Covenants) and (ii) identifying the
                           Material Subsidiaries and those companies required to
                           provide guarantees and security in order to comply
                           with 19.32 (Obligor cover) as at the date to which
                           those Accounts were drawn-up; and

                  (iii)    together with the Accounts specified in paragraph (b)
                           above ending on an Accounting Date other than 31st
                           March and 30th September (before any adjustment) a
                           certificate signed by two directors of the Parent
                           stating that as at the date of the certificate no
                           Default is outstanding or, if there is an outstanding
                           Default, providing details of the same and of any
                           proposed remedial action and stating that no Default
                           is expected to occur before the next Accounting Date.

19.3     PROJECTIONS

(a)      The Parent shall furnish to the Facility Agent in sufficient copies for
         each of the Banks as soon as available and in any event prior to the
         fourteenth day before the commencement of each financial year, a budget
         including a projected consolidated balance sheet, profit and loss
         account, Capital Expenditure forecast and cash flow statement of the
         Group for (or, in the case of a balance sheet, as at the end of) such
         financial year together with details of the principal assumptions
         underlying such projections all as approved by the Parent's board of
         directors in a format consistent with the Proforma Accounts and
         prepared in accordance with the Applicable Accounting Principles.

(b)      At least once in every financial year the Executive Officers of the
         Parent will give a presentation to the Banks, at a time and venue
         agreed with the Facility Agent, about the ongoing business and
         financial performance of the Group and about such other matters
         relating to the ongoing business and financial performance of the Group
         as any of the Banks may reasonably request.


<PAGE>   52

19.4     NOTIFICATIONS

         The Parent shall furnish or procure that there shall be furnished to
         the Facility Agent in sufficient copies for each of the Banks:

         (a)      promptly, documents despatched by the Parent to its
                  shareholders generally (or any class of them) in their
                  capacity as such and all documents relating to the financial
                  obligations of any Obligor despatched by or on behalf of any
                  Obligor to its creditors generally (in their capacity as
                  creditors);

         (b)      promptly upon being notified of the same, details of all
                  transfers of more than 5% of any class of shares in the
                  Parent's capital;

         (c)      on request from the Facility Agent (to be given not more often
                  than twice a year unless an Event of Default is then
                  outstanding or the Facility Agent has reasonable grounds for
                  believing that there is a Default), an up to date copy of the
                  shareholders' register of the Parent;

         (d)      as soon as the same are instituted or, to its knowledge,
                  threatened, details of any litigation (other than any which is
                  frivolous or vexatious), arbitration or administrative
                  proceedings involving any Group member which, if adversely
                  determined, would involve potential or alleged liability in
                  excess of U.S.$1,000,000 (or its equivalent in other
                  currencies);

         (e)      promptly, such further information regarding its financial
                  condition, business and assets and that of the Group and/or
                  any member thereof (including any requested amplification or
                  explanation of any item in any Accounts, forecast, projections
                  or other material provided by any Obligor hereunder) as the
                  Facility Agent or any Bank through the Facility Agent may
                  reasonably request from time to time, provided that where any
                  such information is subject to a confidentiality agreement
                  entered into between the relevant member of the Group in the
                  ordinary course of its business, it shall use its reasonable
                  endeavours to obtain, or shall procure that the relevant
                  member of the Group uses its reasonable endeavours to obtain,
                  consent to disclose such information but if such consent is
                  not forthcoming, this Clause 19.4(e) will not be breached by
                  the failure to deliver the information subject to the
                  confidentiality agreement;

         (f)      save as provided in (g) below, written details of any Default
                  forthwith upon becoming aware of the same, and of all remedial
                  steps being taken and proposed to be taken in respect of that
                  Default and, promptly after being requested by the Facility
                  Agent, a certificate to the Facility Agent signed by a
                  director of the Parent confirming that there is no outstanding
                  Default or, if there is, giving details of the same;

         (g)      written details of the occurrence of any of the events
                  referred to in Clause 21.1(k) (Analagous proceedings) promptly
                  upon becoming aware of the same together with, if requested by
                  the Facility Agent, calculations showing whether or not any
                  such event has resulted in an Event of Default; and

         (h)      promptly, and in any event within 14 days, after (i) it has
                  knowledge of the occurrence of any Reportable Event, a copy of
                  the materials that are filed with the


<PAGE>   53

                  PBGC, (ii) the U.S. Obligor or any ERISA Affiliate files with
                  participants, beneficiaries or the PBGC a notice of intent to
                  terminate any such Plan, a copy of any such notice, (iii) the
                  receipt of notice by the U.S. Obligor or any ERISA Affiliate
                  from the PBGC of the PBGC's intention to terminate any Plan or
                  to appoint a trustee to administer any such Plan, a copy of
                  such notice, (iv) the U.S. Obligor or any ERISA Affiliate
                  knows or has reason to know of any event or condition which
                  might constitute ground under the provisions of Section 4042
                  of ERISA for the termination of (or the appointment of a
                  trustee to administer) any Plan, an explanation of such event
                  or condition, (v) the receipt by the U.S. Obligor or any ERISA
                  Affiliate of an assessment of withdrawal liability under ERISA
                  from a Multiemployer Plan, a copy of such Assessment, (vi) the
                  U.S. Obligor or any ERISA Affiliate knows or has reason to
                  know of any condition which might cause any one of them to
                  incur a material liability under Section 4062, 4063, 4064, or
                  4069 of ERISA or Section 412(n) or 4971 of the Code, an
                  explanation of such event or condition, and (vii) the U.S.
                  Obligor or any ERISA Affiliate knows, or has reason to know,
                  that an application is to be, or has been, made to the
                  Secretary of the Treasury for a waiver of the minimum funding
                  standard under the provisions of Section 412 of the Code, a
                  copy of such application, and, in each case described in
                  sub-paragraphs (i) to (iii) (inclusive) and (iv) to (vi)
                  (inclusive) a statement signed by the chief financial officer
                  of the U.S. Obligor setting forth details as to such
                  Reportable Event, notice, event or condition and the action
                  which the U.S. Obligor or such ERISA Affiliate proposes to
                  take with respect thereto.

19.5     AUDIT AND ACCOUNTING DATES

         The Parent will ensure that:

         (a)      each annual Accounting Period and each quarterly Accounting
                  Period, as the case may be, of the Group ends on an Accounting
                  Date;

         (b)      each of its annual Accounting Periods will end on 31st
                  December; and

         (c)      all Accounts are prepared in accordance with the Applicable
                  Accounting Principles or where any Accounts have been prepared
                  in any respect so as to depart materially from the Applicable
                  Accounting Principles the Parent shall provide to the Facility
                  Agent (in sufficient copies for the Banks) a written
                  explanation (and calculations in reasonable detail) prepared
                  or confirmed by the Auditors in the case of audited Accounts
                  of the effect of such departure on the financial covenants in
                  Clause 20 (Financial Covenants) and the definitions referred
                  to therein. The Facility Agent (acting on the instructions of
                  the Majority Banks) may, at the cost of the Parent, instruct
                  the Auditors to check any such calculations where the Facility
                  Agent has reasonable grounds for believing that they may be
                  inaccurate, save that where such calculations are determined
                  to be accurate, the costs will be for the account of the
                  Facility Agent. If the Majority Banks approve any such
                  departure it shall become part of the Applicable Accounting
                  Principles.

<PAGE>   54

19.6     NEGATIVE PLEDGE

         No Obligor will, and each Obligor will procure that none of its
         Subsidiaries will, create or permit to subsist any Encumbrance on the
         whole or any part of its respective present or future business, assets
         or undertaking except for Permitted Encumbrances.

19.7     TRANSACTIONS SIMILAR TO SECURITY

         No Obligor will, and each Obligor will procure that none of its
         Subsidiaries will:

         (a)      sell, transfer or otherwise dispose of:

                  (i)      any of its assets on terms whereby such asset is or
                           it is contemplated is likely to be leased to or
                           re-acquired or acquired by any member of the Group;
                           or

                  (ii)     any of its receivables on recourse terms except for
                           the discounting of bills and notes in the ordinary
                           course of business where the resulting Borrowing is
                           permitted by Clause 19.10 (Borrowing); and

         (b)      except for assets acquired in the normal course of trading,
                  purchase any asset on terms providing for a retention of title
                  by the vendor or on conditional sale terms or on terms having
                  a like substantive effect to any of the foregoing.

19.8     DISPOSALS

         No Obligor will, and each Obligor will procure that none of its
         Subsidiaries will, either in a single transaction or in a series of
         transactions, sell, transfer, lease or otherwise dispose of:

         (a)      any shares in any member of the Group (other than (i) the
                  issue of stock of the Parent permitted to be issued pursuant
                  to Clause 19.18 (Share Capital) and (ii) the disposal of any
                  shares in a member of the Group which is not a Material
                  Subsidiary or an Obligor for cash consideration payable in
                  full at the time of disposal and on arm's length terms for
                  fair market value) or in any joint venture; or

         (b)      all or any part of its respective assets or undertaking (not
                  being shares in a member of the Group or in any joint
                  venture), other than:

                  (A)      sales of trading assets or the expenditure of cash,
                           in each case in the ordinary course of trading on
                           arm's-length terms;

                  (B)      disposals of obsolete or redundant plant and
                           equipment, or of real property not required for the
                           efficient operation of its business, on arm's length
                           terms and for fair market value;

                  (C)      disposals of assets in exchange for or for investment
                           in other assets performing substantially the same
                           function which are comparable or superior as to type,
                           market value and quality;

                  (D)      the lending of cash and the repayment of cash lent in
                           compliance with the terms of the Finance Documents;


<PAGE>   55

                  (E)      disposals of Cash Equivalent Investments on arm's
                           length terms;

                  (F)      disposals of assets or undertakings by (i) a
                           Non-Obligor to any Obligor, and/or (ii) an Obligor to
                           another Obligor, provided in the latter case that
                           where the transferor has granted security over any
                           such asset or undertaking pursuant to any of the
                           Security Documents the transferee must at the time of
                           transfer provide equivalent security (to the
                           reasonable satisfaction of the Security Agent) over
                           such assets to the Security Agent and the Banks;

                  (G)      disposals of assets on arm's length terms not
                           otherwise permitted under this Clause 19.8 provided
                           that the aggregate fair market value of the assets
                           disposed of during any annual Accounting Period does
                           not exceed U.S.$5,000,000 (or its equivalent in other
                           currencies); and

                  (H)      any other disposal with the prior written consent of
                           the Facility Agent (acting on the instruction of the
                           Majority Banks).

19.9     PARI PASSU RANKING

         Each Obligor undertakes that its obligations under this Agreement rank
         and will at all times rank at least pari passu in right and priority of
         payment with all its other present and future unsecured and
         unsubordinated obligations, other than obligations applicable generally
         to companies which have priority by operation of law.

19.10    BORROWINGS

         No Obligor will, and each Obligor will procure that none of its
         Subsidiaries will, incur any Borrowings falling within paragraphs (a),
         (b), (c), (d) or (h) of the definition of "BORROWINGS" in Clause 1.1
         (Definitions) other than:

         (a)      under the Finance Documents and Existing Facilities provided
                  that Borrowings arising pursuant to the Existing Revolving
                  Credit Facility are repaid in accordance with the repayment
                  schedule set out in Schedule 9 and the aggregate net debt
                  balance under the Existing Overdraft Facility does not exceed
                  (pound)2,000,000; or

         (b)      Borrowings in the form of loans permitted pursuant to Clause
                  19.16(b) (Loans out); or

         (c)      Borrowings under the Subordinated Loan Notes; or

         (d)      Borrowings created or subsisting with the prior written
                  consent of the Facility Agent (acting on the instructions of
                  the Majority Banks); or

         (e)      any other Borrowings (including without limitation the amount
                  of any increase in the net debt balance under the Existing
                  Overdraft Facility in excess of that permitted under paragraph
                  (a) above) not exceeding U.S.$10,000,000 (or the equivalent in
                  other currencies) in aggregate for the Group as a whole at any
                  one time outstanding;

<PAGE>   56

19.11    LEASES

         No Obligor will, and each Obligor will procure that none of its
         Subsidiaries will enter into any leases of or in respect of vehicles,
         machinery, plant or equipment (the "EQUIPMENT"):

         (a)      if such Equipment (not being computers used for accounting and
                  administrative purposes only or telecommunications equipment)
                  is of such importance to the business of the lessee that such
                  business would be materially and adversely affected were such
                  Equipment to be repossessed by the lessor; or

         (b)      if the capital value of such Equipment aggregated with the
                  capital value of all other Equipment leased under existing
                  leases entered into by all members of the Group is greater
                  than U.S.$3,000,000 or such other higher amount agreed to by
                  the Majority Banks (or its equivalent in other currencies).

19.12    THIRD PARTY GUARANTEES

         No Obligor will, and each Obligor will procure that none of its
         Subsidiaries will, incur or permit to be outstanding any guarantee,
         indemnity or other assurance against loss on the part of any person of
         a type referred to in paragraph (i) of the definition of "BORROWINGS"
         in Clause 1.1 other than (a) under the Finance Documents, or (b) the
         endorsement of negotiable instruments for the purpose and in the
         ordinary course of carrying on the relevant entity's trade, or (c)
         guarantees in favour of a bank to facilitate the operation of bank
         accounts of members of the Group maintained with such bank on a net
         balance basis, or (d) in respect of the Borrowings of the type referred
         to in Clause 19.10 (Borrowing) of any other member of the Group which
         are permitted under Clause 19.10 (Borrowing) where the maximum
         aggregate exposure of the Obligors under any such guarantees,
         indemnities or other assurances in respect of the Borrowings of
         Non-Obligors does not exceed U.S.$2,000,000 (or its equivalent in other
         currencies), or (e) guarantees of the Existing Revolving Credit
         Facility granted by the PhotoDisc, Inc, Allsport Photographic Ltd,
         Getty Images Limited, and Hulton Getty Picture Collection Limited,
         provided that the proceeds of the first Tranche A Advance shall be used
         to satisfy in full the obligations to which such guarantees relate on
         or before 1st November, 1999.

19.13    OPTIONS

         No Obligor will, and each Obligor will procure that none of its
         Subsidiaries will, enter into or permit to subsist any option or other
         arrangement whereby any person has the right (whether or not
         exercisable only on a contingency) to require any member of the Group
         to purchase or otherwise acquire or sell or otherwise dispose of any
         material property or any interest in any material property otherwise
         than where any such arrangement is permitted by Clause 19.8 (Disposals)
         or (Treasury Transactions) or arises with respect to capital stock of
         the Parent under bona fide employee stock option or incentive
         agreements entered into by the Parent on terms normal for such
         arrangements.

19.14    TREASURY TRANSACTIONS

         No Obligor will, and each Obligor will procure that none of its
         Subsidiaries will, enter into any interest rate or currency swap, cap,
         ceiling, collar, floor or financial futures or commodity contract or
         option or any similar treasury or hedging transaction, other than
         transactions entered into for the hedging of actual or projected
         exposures arising in the ordinary course of


<PAGE>   57

         ordinary trading activities of members of the Group carried on in
         compliance with the terms of the Finance Documents for periods of not
         more than 12 months. For the avoidance of doubt, nothing in this Clause
         19.14 shall prevent any Obligor, or any Subsidiary of any Obligor,
         entering into transactions for the hedging of exposures arising
         pursuant to the terms of any of the Finance Documents provided that the
         counterpart of any such hedging is a Bank under the Facilities and the
         terms of the hedging arrangements entered into are acceptable to the
         Facility Agent (acting reasonably).

19.15    INVESTMENTS

         No Obligor will, and each Obligor will procure that none of its
         Subsidiaries will, incorporate any company or enter into any merger or
         consolidation with any business or person or acquire (by subscription
         or otherwise) or invest in any business or company or any shares or
         other securities (or any interest therein) other than:

         (a)      Cash Equivalent Investments; or

         (b)      members of the Group at the date of this Agreement which are
                  Obligors; or

         (c)      the incorporation by a member of the Group of a limited
                  liability company provided that (A) such company is
                  wholly-owned by a member (or members) of the Group and (B) the
                  Parent notifies the Facility Agent in writing at least one
                  month prior to any such incorporation; or

         (d)      the TIB Acquisition; or

         (e)      acquisitions permitted pursuant to Clause 19.33
                  (Acquisitions),

         provided that the acquisition of the shares referred to in(d) and (e)
         above shall be subject to compliance with Clause 17.3 (Security) and
         19.32 (Obligor cover).

19.16    LOANS OUT

         No Obligor will, and each Obligor will procure that none of its
         Subsidiaries will, be the creditor in respect of any Borrowings, save
         for:

         (a)      any Borrowings under paragraph (e) of the definition of
                  "BORROWINGS" in Clause 1.1 where trade credit is extended by
                  any member of the Group on normal commercial arm's length
                  terms and in the ordinary course of its business; or

         (b)      loans made by one member of the Group to another member of
                  the Group where:

                  (i)      the loan is made by an Obligor to another Obligor; or

                  (ii)     the loan is made by an Obligor to a Non-Obligor and
                           the recipient of the loan requires the funds to meet
                           its normal working capital requirements where the
                           aggregate amount of all such loans to all such
                           Non-Obligors at any time outstanding does not exceed
                           U.S.$7,500,000 (or its equivalent in other
                           currencies) and the aggregate amount lent (by all
                           members of the Group) at


<PAGE>   58

                           any time outstanding to any particular Non-Obligor
                           does not exceed U.S.$3,000,000 (or its equivalent in
                           other currencies); or

                  (iii)    loans by a Non-Obligor to any member of the Group,

                  provided that, if requested by the Facility Agent, the Parent
                  will procure that in respect of any such loans or series of
                  loans between the same parties in an aggregate amount of
                  U.S.$1,000,000 (or its equivalent in other currencies) or more
                  security in favour of the Security Agent (in form and
                  substance reasonably satisfactory to the Security Agent) on
                  behalf of the Banks is granted over such loan(s); or

         (c)      loans made by any member of the Group to the employees of the
                  Group in an aggregate amount for the Group as a whole at any
                  time outstanding not exceeding U.S.$500,000 (or its equivalent
                  in other currencies); or

         (d)      counter-indemnity claims against another member of the Group
                  in respect of any guarantee or indemnity given by a member of
                  the Group issued to any person in respect of the obligations
                  or liabilities of such other member of the Group and which is
                  permitted pursuant to Clause 19.12 (Third party guarantees);
                  or

         (e)      Borrowings (not being loans to another member of the Group)
                  not otherwise permitted pursuant to paragraphs (a), (b), (c)
                  or (d) in an aggregate amount for the Group as a whole at any
                  time outstanding not exceeding U.S.$1,500,000 (or its
                  equivalent in other currencies).

19.17    DIVIDENDS

         The Parent will not declare, make or pay any dividend (or interest on
         any unpaid dividend), charge, fee or other distribution (whether in
         cash or in kind) on or in respect of any of its Shares, or any other
         shares in its capital or repay or distribute any share premium account,
         until all amounts payable and all liabilities (actual or contingent)
         pursuant to the Finance Documents have been repaid and or satisfied in
         full.

19.18    SHARE CAPITAL

         No Obligor will, and each Obligor will procure that none of its
         Subsidiaries will, (i) redeem, repurchase, defease, retire or repay any
         of its share capital or capital stock, or resolve to do so, or (ii)
         issue any shares or capital stock which by their terms are redeemable
         prior to the date falling one year after the Final Maturity Date, or
         (iii) issue any share capital to any person other than to another
         member of the Group, save that the Parent may issue (A) capital stock
         of a type substantially similar to any class of its stock in issue at
         the Signing Date which is subscribed for in full in cash and in respect
         of which no dividend or distribution is payable while any amount is
         outstanding under the Finance Documents, (B) capital stock in
         accordance with bona fide employee stock option agreements entered into
         on terms normal for such arrangements and (C) capital stock issued for
         the purpose of an Acquisition permitted pursuant to Clause 19.33
         (Acquisitions) or in relation to the TIB Acquisition on the terms set
         out in the Prospectus provided that such issue does not cause a breach
         of Clause 21.1(m) (Control).


<PAGE>   59

19.19    INTELLECTUAL PROPERTY RIGHTS

         Each Obligor will, and will procure that each of its Subsidiaries will:

         (a)      (other than in respect of Excluded Intellectual Property
                  Rights) make such registrations and pay such fees and other
                  amounts as are necessary to keep those registered Intellectual
                  Property Rights which are material to the business of such
                  Obligor or the Group taken as a whole and to record its
                  interest in those Intellectual Property Rights;

         (b)      take such steps as are necessary and commercially reasonable
                  (including, without limitation, the institution of legal
                  proceedings) to prevent third parties infringing those
                  Intellectual Property Rights referred to in paragraph (a)
                  above; and

         (c)      not assign, transfer or enter into licence arrangements in
                  respect of those rights save for (I) licence arrangements
                  entered into with members of the Group for so long as they
                  remain members of the Group, (II) licence arrangements entered
                  into on normal commercial terms and in the ordinary course of
                  its business, and (III) the arrangements in place at the date
                  hereof in respect of the Excluded Intellectual Property
                  Rights.

19.20    ENVIRONMENTAL MATTERS

         Each Obligor will and will procure that each of its Subsidiaries will:

         (a)      obtain all requisite Environmental Licences and comply with
                  (A) the terms and conditions of all Environmental Licences
                  applicable to it, and (B) all other applicable Environmental
                  Law, where in any such case failure to obtain or comply would
                  have a Material Adverse Effect; and

         (b)      promptly upon receipt of the same, notify the Facility Agent
                  of any claim, notice or other communication served on it in
                  respect of any alleged breach of or corrective or remedial
                  obligation or liability under any Environmental Law which
                  would, if substantiated, have a Material Adverse Effect; and

         (c)      indemnify each Finance Party, each receiver appointed under
                  any Security Document and their respective officers,
                  employees, agents and delegates (together the "INDEMNIFIED
                  PARTIES") against any cost or expense suffered or incurred by
                  them (except if caused by their own negligence) which:

                  (i)      arises by virtue of any actual or alleged breach of
                           any Environmental Law (whether by any Obligor, an
                           Indemnified Party or any other person); or

                  (ii)     arises by virtue of the release or threatened release
                           of, or exposure to, any Dangerous Substance stored or
                           handled upon, transported from, or otherwise
                           associated with, the past or present facilities or
                           operations of any Obligor or Group member;

                  and which would not have arisen if the Finance Documents or
                  any of them had not been executed.


<PAGE>   60

19.21    INSURANCE

(a)      Each Obligor will, and will procure that each of its Subsidiaries will,
         insure and keep insured all its property and assets of an insurable
         nature and which are customarily insured (either generally or by
         companies carrying on a similar business) against loss or damage by
         fire and other risks normally insured against by persons carrying on
         the same class of business as that carried on by it.

(b)      Without prejudice to paragraph (a) above, the Parent will, or will
         procure that members of the Group will, effect and maintain insurance
         against business interruption, loss of profits, product liability,
         professional indemnity, pollution and public liability covering all
         members of the Group.

(c)      Each Obligor will, and will procure that each of its Subsidiaries will,
         promptly pay all premiums and do all other things necessary to keep on
         foot the insurances required to be taken out and maintained by it
         pursuant to paragraphs (a) and (b) above and will procure that (except
         for public liability, employers liability and professional indemnity
         insurances) all of the insurance policies required to be taken out and
         maintained by it pursuant to paragraphs (a) and (b) above shall contain
         loss payee provisions reasonably acceptable to the Security Agent
         noting the Security Agent's interest thereon and naming the Security
         Agent as the payee.

(d)      The Parent will promptly supply to the Facility Agent on request copies
         of each insurance policy required to be taken out and maintained by any
         member of the Group pursuant to this Clause 19.21 and the Obligors will
         procure that the insurer in the case of each such policy undertakes to
         the Facility Agent to notify the Facility Agent should any renewal fee
         or other sum payable by any member of the Group not be paid when due.

19.22    CHANGE OF BUSINESS

         No Obligor will, and each Obligor will procure that no member of the
         Group will, make any substantial change in the nature of its respective
         business as conducted at the Closing Date which would result in a
         material change to the nature of the business carried on by the Group
         as a whole.

19.23    INTER-COMPANY DEBT

         Each Obligor will procure that, unless the borrower in respect of such
         Borrowings has sufficient readily available cash to pay the sum due or
         demanded, any member of the Group which is the creditor in respect of
         any Borrowings by any other member of the Group shall take no action to
         cause such Borrowings to become due or to be paid.

19.24    ARM'S-LENGTH TERMS

         Unless otherwise expressly permitted by this Agreement, no Obligor
         will, and each Obligor will procure that none of its Subsidiaries will,
         enter into any material transaction with any person if it is otherwise
         prohibited by this Agreement and, if not, only otherwise than on
         arm's-length terms in the ordinary course of trade.


<PAGE>   61

19.25    COMPLIANCE WITH LAWS

         Each Obligor will, and will procure that each of its Subsidiaries will,
         comply in all material respects with all applicable laws and
         regulations of any governmental authority, whether domestic or foreign
         having jurisdiction over it or any of its assets, where failure to
         comply with any such laws or regulations would have a Material Adverse
         Effect and will obtain and promptly renew from time to time, and if so
         requested promptly furnish certified copies to the Facility Agent of
         all material authorisations which may be required under any applicable
         law or regulation to enable each Obligor to perform its respective
         obligations under the Finance Documents or required for the validity or
         enforceability of such Finance Documents or of any security provided
         for thereby.

19.26    ACCESS

         Upon reasonable notice being given by the Facility Agent, each Obligor
         will procure that any one or more representatives of the Facility Agent
         and/or accountants or other professional advisers appointed by the
         Facility Agent be allowed to have access during normal business hours
         to the assets, books and records of such Obligor and its Subsidiaries
         and to inspect the same, provided that is shall not be obliged to
         disclose any information which would cause it to be in breach of any
         undertaking or obligation of confidentiality owed to a third party and
         where it has taken all reasonable steps to secure the release of any
         such confidentiality undertaking or obligation.

19.27    PENSION SCHEMES AND TAX ALLOWANCES

         The Parent will if requested by the Facility Agent deliver to the
         Facility Agent at intervals of no more than 3 calendar years, and in
         any event at such time as those reports are prepared in order to comply
         with then current statutory or auditing requirements, actuarial reports
         in relation to any and all defined benefit pension schemes for the time
         being operated by members of the Group, and will ensure that all such
         pension schemes (which, with respect to the Plans, shall only include
         those Plans that are pension Plans) are fully funded based on
         reasonable actuarial assumptions.

19.28    JOINT VENTURES

         Each Obligor will not, and will procure that none of its Subsidiaries
         will, enter into or acquire any interest in any joint venture,
         partnership or similar arrangement with any person (not being another
         member of the Group) without the prior written consent of the Majority
         Banks, where the aggregate investment whether by acquisition of an
         ownership interest therein, the making of loans to such entity, the
         guaranteeing of the obligations of such entity, transferring assets to
         such entity or assuming the liabilities of or in respect of it (the
         aggregate of such investments being the "JOINT VENTURE Investment") of
         members of the Group in all joint ventures, partnerships and similar
         arrangements would as a result exceed U.S.$5,000,000.

19.29    ERISA

         Each U.S. Obligor will not, and will procure that none of its ERISA
         Affiliates will (a) fail to make payment when due of all amounts due as
         a contribution to any Plan, or (b) engage in any transaction in
         connection with which any U.S. Obligor could be subjected to either a
         civil penalty assessed pursuant to ERISA, a tax imposed by section 4975
         of the IRC or breach of fiduciary duty liability damages if, in any
         such case, such penalty or tax or such liability, or


<PAGE>   62

         the failure to make such payment, or the existence of that deficiency,
         as the case may be, would, or is reasonably likely to, have a Material
         Adverse Effect.

19.30    COMPLIANCE WITH MARGIN STOCK REGULATION

         Each U.S. Obligor shall not, and shall procure that its Subsidiaries
         shall not:

         (a)               (i) sell, carry, pledge or otherwise dispose of any
                           margin stock ("MARGIN STOCK") within the meaning of
                           Regulation U of the Board of Governors of the Federal
                           Reserve System of the United States, as in effect
                           from time to time ("REGULATION U"), now owned or
                           acquired after the date of this Agreement; or

                  (ii)     incur any Borrowings  directly or indirectly  secured
                           (within the meaning of Regulation U) by any Margin
                           Stock;

                  if such transaction would cause any of the Advances or any
                  part thereof to be in violation of Regulation U, or Regulation
                  X of the Board of Governors of the Federal Reserve System of
                  the United States, as in effect from time to time ("REGULATION
                  X");

         (b)      use the proceeds of any Advance, directly or indirectly, for
                  the purpose, whether immediate, incidental or ultimate, of
                  purchasing or carrying any Margin Stock or for the purpose of
                  maintaining, reducing or retiring any indebtedness which was
                  originally incurred to purchase or carry any stock that is
                  currently a Margin Stock or for any other purpose which might
                  constitute any of the Facility or Advances or this Agreement a
                  "purpose credit" within the meaning of Regulation U or
                  Regulation X. No Obligor and no agent acting on its behalf
                  will take or has taken any action which might cause this
                  Agreement or the Advances to violate Regulation U or
                  Regulation X or any other regulation of the Board of Governors
                  of the Federal Reserve System.

19.31    UCC FILINGS

         Each U.S. Obligor at its own expense will make and renew promptly, and
         in any event in the case of renewal before any UCC filing relating to
         any Finance Document expires, all UCC filings relating to any Finance
         Document reasonably required by the Facility Agent and will pay all
         applicable fees.

19.32    OBLIGOR COVER

         The Parent shall procure that:

         (a)      in relation to each Ratio Period, (as defined in Clause 20.3
                  (Periods)) the Obligors shall, in aggregate, account for at
                  least 80 per cent. of Consolidated EBITDA (as defined in
                  Clause 20.1 (Financial Definitions)) and have, in aggregate,
                  80 per cent. or more of the consolidated gross assets of the
                  Group; and

         (b)      on the Signing Date each Obligor as set out in Schedule 1 Part
                  II will execute a U.K. or U.S., as the case may be, general
                  security charge (in the agreed form) in favour of the Security
                  Agent.


<PAGE>   63

19.33    ACQUISITIONS

         Save for the TIB Acquisition, the Parent will not, and will procure
         that no member of the Group will make any Acquisition or series of
         Acquisitions for Non-Equity Consideration (which shall include all
         deferred consideration) except:

         (i)      the acquisition of any one or more of the franchises created
                  by the Target Group prior to the Signing Date provided that
                  the total consideration for such Acquisition or series of
                  Acquisitions does not exceed US$20,000,000 in aggregate during
                  the life of the Facility; or

         (ii)     an Acquisition or series of Acquisitions where the aggregate
                  consideration does not exceed US$15,000,000 in any one
                  financial year, provided that no Acquisition(s) will be made
                  of any business or company unless it carries on substantially
                  the same business as the Parent.

19.34    AMENDMENTS TO DOCUMENTS

         No Obligor will, and each Obligor will procure that none of its
         Subsidiaries will (i) amend, supplement, supersede or waive (A) any
         term of the Transaction Documents or (B) (in the case of an Obligor or
         a company over whose shares the Banks have a charge) its memorandum or
         articles of association or other constitutional document without the
         consent of the Majority Banks (not to be unreasonably delayed or
         withheld), or (ii) enter into any agreements or arrangements with the
         holders of any shares in the capital of the Parent, in any way which in
         either such case would be likely materially and adversely to affect the
         interests of the Banks under the Finance Documents (provided that if
         any such undertaking would not be enforceable against any Obligor it
         shall not be given by that Obligor).

20.      FINANCIAL COVENANTS

20.1     FINANCIAL DEFINITIONS

(a)      In this Agreement:

         "BALANCE SHEET"

         means, at any time, the latest published audited or unaudited
         consolidated balance sheet of the Group.

         "CONSOLIDATED EBIT" for any period means the profit of the Group for
         such period:

         (1)      BEFORE TAKING INTO ACCOUNT all extraordinary items (whether
                  positive or negative) but AFTER TAKING INTO ACCOUNT all
                  exceptional items (whether positive or negative);

         (2)      BEFORE DEDUCTING advanced  corporation tax,  mainstream
                  corporation tax and their equivalents in any relevant
                  jurisdiction;

         (3)      BEFORE TAKING INTO ACCOUNT Interest accrued as an obligation
                  of or owed to any member of the Group, in each case whether or
                  not paid, deferred or capitalised during such period; and


<PAGE>   64

         (4)      AFTER DEDUCTING any gain over book value arising in favour of
                  the Group on the sale, lease or other disposal of any asset
                  (other than on the sale of trading stock) during such period
                  and any gain arising on revaluation of any asset during such
                  period, in each case to the extent that it would otherwise be
                  taken into account.

         "CONSOLIDATED EBITDA" for any period means Consolidated EBIT for such
         period before any amortisation or depreciation.

         "CONSOLIDATED NET INTEREST PAYABLE" for any period means the Interest
         accrued during such period as an obligation of any member or members of
         the Group (whether or not paid or capitalised during or deferred for
         payment after such period) and after taking into account Interest
         receivable (net of Tax) by any member of the Group on any Borrowings
         made available by such member of the Group which is not more than 90
         days overdue, adjusted to take account of any amount constituting
         Interest receivable by any members of the Group (after deducting all
         Taxes applicable thereto) under interest rate and/or currency hedging
         agreements or instruments under which all parties are in compliance
         with their material obligations.

         "CONSOLIDATED TOTAL BORROWINGS" means at any time the aggregate at that
         time of the Borrowings of the members of the Group from sources
         external to the Group (less any cash balances held by any member of the
         Group that are freely convertible and transferable free of any
         encumbrances (other than Permitted Encumbrances in respect of
         Borrowings), all as determined (subject only as may be required in
         order to reflect the express inclusion or exclusion of items as
         specified herein and/or in the definition of Borrowings in Clause 1.1
         (Definitions)) in accordance with the Applicable Accounting Principles
         and, where the calculation is being made as at the end of any
         Accounting Period for which a Balance Sheet of the Group has been or is
         required to be delivered to the Facility Agent hereunder, determined
         from that Balance Sheet.

20.2     FINANCIAL COVENANTS

         The Parent shall procure that:

         (a)      CONSOLIDATED EBITDA TO CONSOLIDATED NET INTEREST PAYABLE:

                  Consolidated EBITDA for the Ratio Periods ending on the test
                  dates (each a "TEST DATE") specified in the table below, shall
                  not be less than Y times Consolidated Net Interest Payable for
                  such period, where Y has the value set opposite such Test
                  Date:


                  TEST DATE (BEFORE ANY ADJUSTMENT)                     Y


                  30th June, 2000                                       4.5
                  31st December, 2000                                   4.5
                  30th June, 2001                                       5.5
                  31st December, 2001                                   7
                  30th June, 2002                                       7

<PAGE>   65

         (b)      CONSOLIDATED TOTAL BORROWINGS TO CONSOLIDATED EBITDA:

                  The ratio of Consolidated Total Borrowings to Consolidated
                  EBITDA will not exceed 3.25:1 (applicable at all times but
                  tested semi-annually).

20.3     PERIODS

         The first Test Date for the financial covenants specified in this
         Clause 20 will be on the annual Accounting Period ending 30th June,
         2000. Each subsequent test date will be on 31st December and 30th June
         of each year until the Final Maturity Date. The financial covenants
         will be calculated using data for the period (each a "RATIO PERIOD")
         ending on each Test Date and beginning 12 months before the relevant
         test date.

20.4     INFORMATION

         All information required for calculation of the financial ratios and
         testing of other covenants set out in this Clause 20 will be extracted
         from figures appearing in the audited consolidated Accounts of the
         Group for any financial year and the unaudited quarterly consolidated
         management accounts of the Group as the case may be, delivered to the
         Facility Agent under paragraph (a)(i) and (b) of Clause 19.2 (Financial
         Information).

21.      DEFAULT

21.1     EVENTS OF DEFAULT

         Each of the events set out in this Clause 21.1 is an Event of Default
         (whether or not caused by any reason whatsoever outside the control of
         any Obligor or any other person):

         (a)      NON-PAYMENT: an Obligor does not pay on the due date any
                  amount payable by it under any Finance Document at the place
                  and in the funds and currency in which it is expressed to be
                  payable unless the Facility Agent is satisfied that the
                  failure to pay is due solely to technical or administrative
                  delays in the transmission of funds and the relevant amount is
                  paid in full within 3 Business Days of the due date; or

         (b)      BREACH OF OTHER OBLIGATIONS: an Obligor does not comply in any
                  material respect with any provision of:

                  (i)      Clauses 19.6 (Negative Pledge), 19.7 (Transactions
                           similar to security), 19.8 (Disposals), 19.15
                           (Investments), 19.17 (Dividends), 19.18 (Share
                           Capital), 19.32 (Guarantor cover), 19.33
                           (Acquisitions) or 20.2 (Financial Covenants); or

                  (ii)     any Finance Document (other than a provision referred
                           to in paragraphs (a) or (b)(i) above) and, if such
                           default is, in the reasonable opinion of the Facility
                           Agent, capable of remedy within such period, within
                           21 days after the earlier of the relevant Obligor
                           becoming aware of such default and receipt by the
                           relevant Obligor of written notice from the Facility
                           Agent requiring the failure to be remedied, such
                           Obligor shall have failed to cure such default
                           provided that such Obligor shall not have any such 21
                           day remedy period where, in the Facility Agent's
                           reasonable opinion, it may be materially



<PAGE>   66

                           prejudicial to the interests of the Banks under the
                           Finance Documents to wait to determine whether or not
                           such Obligor would remedy any such failure; or

         (c)      MISREPRESENTATION: a representation, warranty or statement
                  made or repeated by or on behalf of any Obligor, in any
                  Finance Document or in any certificate or statement delivered
                  by or on behalf of any Obligor under any Finance Document, is
                  incorrect in any respect which in the reasonable opinion of
                  the Facility Agent is material when made or deemed to be made
                  or repeated by reference to the facts and circumstances then
                  subsisting and, if the facts and circumstances causing such
                  misrepresentation are in the reasonable opinion of the
                  Facility Agent capable of remedy within such period, within 14
                  days after the earlier of the relevant Obligor becoming aware
                  of such misrepresentation and receipt by such Obligor of
                  written notice from the Facility Agent requiring the facts and
                  circumstances causing such misrepresentation to be remedied,
                  such Obligor shall have failed to remedy such facts and
                  circumstances; or

         (d)      CROSS-DEFAULT:

                  (i)      any Borrowings of any members of the Group (taken
                           together) aggregating U.S.$1,000,000 (or its
                           equivalent in other currencies) or more at any one
                           time outstanding become (or become capable of being
                           declared (but only while it remains so capable of
                           being declared)) due and payable or due for
                           redemption before their normal maturity date or are
                           placed on demand in each such case by reason of the
                           occurrence of an event of default (howsoever
                           characterised) or any event having the same effect,
                           unless the obligation to pay such Borrowings is being
                           contested in good faith by the relevant member of the
                           Group by appropriate proceedings and an independent
                           legal opinion addressed to the relevant member of the
                           Group confirms that such member of the Group is
                           likely to be successful in such proceedings; or

                  (ii)     any Borrowings of any members of the Group (taken
                           together) aggregating U.S.$1,000,000 (or its
                           equivalent in other currencies) or more are not paid
                           when due (whether falling due by demand, at scheduled
                           maturity or otherwise) or within any originally
                           applicable grace period provided for in the document
                           evidencing or constituting those Borrowings, unless
                           the obligation to pay such Borrowings is being
                           contested in good faith by the relevant member of the
                           Group by appropriate proceedings and an independent
                           legal opinion addressed to the relevant member of the
                           Group confirms that such member of the Group is
                           likely to be successful in such proceedings; or

                  (iii)    if funds are outstanding in respect thereof, any
                           commitment for or underwriting of any facility for
                           Borrowings of any members of the Group (taken
                           together) aggregating U.S.$1,000,000 (or its
                           equivalent in other currencies) is cancelled or
                           suspended by the provider of that facility by reason
                           of the occurrence of an event of default (howsoever
                           characterised); or

         (e)      INVALIDITY:

                  (i)      any of the Finance Documents ceases to be in full
                           force and effect in any material respect or, subject
                           to the Reservations, ceases to constitute the legal,



<PAGE>   67

                           valid and binding obligation of any Obligor party to
                           it or, in the case of any Security Document, subject
                           to the Reservations, fails to provide legal, valid
                           and enforceable security in favour of the Security
                           Agent and the Banks over the assets over which
                           security is intended to be given by that Security
                           Document, in each case in a manner and to an extent
                           reasonably considered by the Majority Banks to be
                           materially adverse to their interests under the
                           Finance Documents; or

                  (ii)     it is unlawful for any Obligor to perform any of its
                           obligations under any of the Finance Documents; or

                  (iii)    any Obligor alleges in writing that any Finance
                           Document is ineffective or invalid; or

         (f)      INSOLVENCY:

                  (i)      any Obligor or any Material Subsidiary is, or is
                           deemed or declared for the purposes of any law to be,
                           unable to pay its debts as they fall due or to be
                           insolvent, or admits in writing its inability to pay
                           its debts as they fall due; or

                  (ii)     any Obligor or any Material Subsidiary suspends
                           making payments on all or any class of its debts or
                           announces an intention to do so, or a moratorium is
                           declared in respect of any of its indebtedness; or

                  (iii)    an Obligor or any Material Subsidiary by reason of
                           financial difficulties, begins negotiations with its
                           creditors generally with a view to the readjustment
                           or rescheduling of any of its indebtedness; or

         (g)      INSOLVENCY PROCEEDINGS:

                  (i)      any step (including petition, proposal or convening a
                           meeting) is taken with a view to a composition,
                           assignment or arrangement with the creditors (or any
                           class of them) of any Obligor; or

                  (ii)     a meeting of the board of directors or shareholders
                           of any Obligor or any Material Subsidiary is convened
                           for the purpose of considering any resolution for (or
                           to petition for) its winding-up or its administration
                           or any such resolution is passed; or

                  (iii)    any person presents a petition for the winding-up or
                           for the administration of, any Obligor or any
                           Material Subsidiary (not being a frivolous or
                           vexatious petition); or

                  (iv)     any order for the winding-up or administration of any
                           Obligor or any Material Subsidiary is made; or

                  (v)      any other step (including petition, resolution,
                           proposal or convening a meeting) is taken with a view
                           to the rehabilitation, administration, custodianship,
                           liquidation, winding-up or dissolution of any Obligor
                           or any


<PAGE>   68

                           Material Subsidiary or any other insolvency
                           proceedings involving any such person,

                  provided that this Clause 21.1(g) shall not apply to:

                  (a)      any such action relating to a solvent reconstruction,
                           amalgamation, reorganisation or merger of such
                           Obligor save where the Facility Agent (acting on the
                           instructions of the Majority Banks) believes that
                           such action will reasonably be expected to have an
                           adverse effect on the ability of that Obligor to
                           comply with its obligations under the Facility
                           Documents.

                  (b)      any such action which is frivolous or vexatious and
                           which such Obligor is contesting in good faith on
                           reasonable grounds and in any event is discharged or
                           dismissed within 21 days or in respect of which the
                           Majority Banks are satisfied that the ability of that
                           Obligor to comply with its obligations under the
                           Finance Documents will not be materially and
                           adversely affected.

         (h)      APPOINTMENT OF RECEIVERS AND MANAGERS:

                  (i)      any liquidator, trustee in bankruptcy, judicial
                           custodian, compulsory manager, receiver,
                           administrative receiver, administrator or the like is
                           appointed in respect of any Obligor or any Material
                           Subsidiary or any part of its assets; or

                  (ii)     the directors of any Obligor or any Material
                           Subsidiary requests the appointment of a liquidator,
                           trustee in bankruptcy, judicial custodian, compulsory
                           manager, receiver, administrative receiver,
                           administrator or the like in respect of any Obligor
                           or Material Subsidiary or their respective assets; or

                  (iii)    any other steps are taken to enforce any Encumbrance
                           over any part of the assets of any Obligor or any
                           Material Subsidiary, save where that Obligor or such
                           Material Subsidiary is, in good faith, contesting
                           such enforcement by appropriate proceedings and the
                           Majority Banks acting reasonably are satisfied that
                           the ability of any Obligor or any Material Subsidiary
                           to comply with its obligations under any Finance
                           Document will not be materially and adversely
                           affected; or

         (i)      CREDITORS' PROCESS: any attachment, sequestration, distress or
                  execution is made or ordered in respect of any assets of any
                  member or members of the Group having an aggregate value of
                  U.S.$ 1,500,000 (or its equivalent in other currencies), and
                  is not discharged within 7 days; or

         (j)      U.S. BANKRUPTCY: any Obligor or any Material Subsidiary shall
                  commence a voluntary case under the U.S. Bankruptcy Code, or
                  an involuntary case is commenced under the U.S. Bankruptcy
                  Code against such a member of the Group and the petition is
                  not controverted within 7 days and is not dismissed within 30
                  days, after commencement of the case, or a custodian,
                  receiver, trustee or similar officer is appointed for, or
                  takes charge of, all or substantially all of the property of
                  any Obligor or any Material Subsidiary; or


<PAGE>   69

         (k)      ANALOGOUS PROCEEDINGS:

                  (i)      there occurs, in relation to any Non-Obligor which is
                           not a Material Subsidiary (or any of its assets) any
                           of the events referred to in Clauses 21.1 (Events of
                           Default) paragraphs (f) to (j) (inclusive) (or in any
                           jurisdiction to which such person or any of its
                           assets is subject, any event which, in the reasonable
                           opinion of the Majority Banks, is analogous to any of
                           those mentioned in Clauses 21.1 (Events of Default)
                           paragraphs (f) to (j) (inclusive)) (ignoring for
                           these purposes the requirement to be an Obligor
                           and/or a Material Subsidiary in any such Clause)
                           where:

                           (A)      such event would have a Material Adverse
                                    Effect; or

                           (B)      the aggregate of the gross assets, pre-tax
                                    profits or turnover (excluding value added
                                    tax or sales tax) of all such persons in
                                    respect of which any such events have
                                    occurred in any twelve month period is 5% or
                                    more of (I) the gross assets of the Group,
                                    (II) Consolidated EBIT of the Group, or
                                    (III) the aggregate consolidated sales of
                                    the Group to third parties (excluding any
                                    value added tax or sales tax) for such
                                    period, in each case calculated in
                                    accordance with the Applicable Accounting
                                    Principles and by reference to the latest
                                    audited or management accounts of the
                                    relevant company and the latest quarterly or
                                    audited consolidated Accounts of the Group
                                    delivered pursuant to Clause 19.2 (Financial
                                    Information); or

                  (ii)     there occurs, in relation to any Obligor or a
                           Material Subsidiary, in any jurisdiction to which it
                           or any of its assets are subject, any event which, in
                           the opinion of the Majority Banks, is analogous to
                           any of those mentioned in Clauses 21.1 (Events of
                           Default) paragraphs (f) to (j) (inclusive); or

         (l)      OWNERSHIP OF THE OBLIGORS: any Obligor (other than the Parent)
                  is not or ceases to be a wholly-owned Subsidiary of the
                  Parent; or

         (m)      CONTROL: any single person, or group of persons acting in
                  concert (as defined in the City Code of Takeovers and
                  Mergers), acquires control (as defined in Section 416 of the
                  Income and Corporation Taxes Act 1988) of the Parent after the
                  date of this Agreement; or

         (n)      PROCEEDINGS: there shall occur any litigation, arbitration,
                  administrative, regulatory or other proceedings or enquiry
                  (including without limitation, any such by any monopoly,
                  anti-trust or competition authority or commission, or any
                  equivalent body in the European Commission or any division of
                  any thereof or authority deriving power from any thereof)
                  concerning or arising in consequence of any of the Transaction
                  Documents and/or the implementation of any matter or
                  transaction provided for in the Finance Documents and the same
                  has or is reasonably likely to have a Material Adverse Effect;
                  or

         (o)      AUDIT QUALIFICATION: the Auditors qualify their report on any
                  audited consolidated Accounts of the Group in a manner which,
                  in the reasonable opinion of the Majority


<PAGE>   70

                  Banks, is material in the context of the Finance Documents and
                  the transactions contemplated thereby; or

         (p)      ERISA: any U.S. Obligor or any Subsidiary of a U.S. Obligor or
                  any ERISA Affiliate has incurred or is likely to incur a
                  liability to or on account of a Plan under Section 409,
                  502(i), 502(1), 4041, 4042, 4062, 4063, 4064, 4068, 4069, 4201
                  or 4204 of ERISA or Section 4971 or 4975 of the Code, or any
                  U.S. Obligor or any Subsidiary has incurred or is likely to
                  incur liabilities pursuant to one or more employee welfare
                  benefit plans (as defined in Section 3(1) of ERISA) which
                  provide benefits to retired or terminated employees (other
                  than as required by Part 6 of Subtitle B of Title I of ERISA)
                  or employee pension benefit plans (as defined in Section 3(2)
                  of ERISA), and there shall result from any such event or
                  events the imposition of a lien, the granting of a security
                  interest, or a liability or a material risk of incurring a
                  liability, which lien, security interest or liability (or the
                  enforcement thereof) is reasonably likely to have a Material
                  Adverse Effect; or

         (q)      MATERIAL ADVERSE CHANGE: any event or series of events occurs
                  which has, or is reasonably likely to have, a Material Adverse
                  Effect; or

         (r)      GETTY TRADEMARKS: the members of the Group shall cease for any
                  reason to be entitled to use the name Getty or any trademark
                  incorporating such name or the terms on which they are so
                  entitled shall be altered in any respect materially adverse to
                  the members of the Group.

         (s)      SUBORDINATED LOAN NOTES: if the principal of any Subordinated
                  Loan Note is repaid or redeemed out of Non-equity
                  Consideration prior to the Final Maturity Date.

21.2     ACCELERATION

         On and at any time after the occurrence of an Event of Default which is
         subsisting the Facility Agent may, and shall if so directed by the
         Majority Banks, by notice to the Parent:

         (a)      declare that an Event of Default has occurred; and/or

         (b)      cancel the Total Commitments; and/or

         (c)      declare that all or part of the Advances to some or all of the
                  Borrowers be payable on demand, whereupon they shall
                  immediately become payable on demand by the Facility Agent
                  (and if any such demand is subsequently made those Advances,
                  together with accrued interest and all other amounts accrued
                  under this Agreement, shall be immediately due and payable);
                  and/or

         (d)      declare that all or part of the Advances to some or all of the
                  Borrowers, together with accrued interest, and all other
                  amounts accrued under this Agreement be immediately due and
                  payable, whereupon they shall become immediately due and
                  payable,

         provided that no action or determination by any of the Finance Parties
         shall be required in respect of any or all of the obligations and
         liabilities (whether actual or contingent) of any Obligor upon or at
         any time after the occurrence of an Event of Default specified in
         Clause 21.1 (Events of Default) paragraphs (f) to (h) (inclusive) and
         (j) to (k)(ii) (inclusive) in


<PAGE>   71

         respect of the Parent or any U.S. Obligor which is a Material
         Subsidiary and on the occurrence of any such Event of Default all of
         the obligations and liabilities of the Obligors shall become
         automatically and immediately due and payable and, provided further
         that the Facility Agent (on the instructions of the Majority Banks) can
         by notice to the Obligors rescind any such acceleration in whole or in
         part.

22.      THE AGENTS AND THE ARRANGER

22.1     APPOINTMENT AND DUTIES OF THE AGENTS

         Each Finance Party irrevocably appoints each Agent to act as its agent
         under and in connection with the Finance Documents, and irrevocably
         authorises each Agent on its behalf (a) to execute on its behalf such
         of the Finance Documents which are expressed by this Agreement to be
         executed by such Agent on behalf of the Finance Parties, and (b) to
         perform the duties and to exercise the rights, powers and discretions
         that are specifically delegated to it under or in connection with the
         Finance Documents, together with any other incidental rights, powers
         and discretions. Each Agent shall have only those duties which are
         expressly specified in this Agreement. Those duties are solely of a
         mechanical and administrative nature.

22.2     ROLE OF THE ARRANGER

         Except as otherwise provided in this Agreement, the Arranger has no
         obligations of any kind to any other Party under or in connection with
         any Finance Document.

22.3     RELATIONSHIP

         The relationship between each Agent and the other Finance Parties is
         that of agent and principal only. Nothing in this Agreement (other than
         in relation to the Security Agent and the Security Documents)
         constitutes any Agent as trustee or fiduciary for any other Party or
         any other person and except where and to the extent otherwise stated in
         this Agreement such Agent need not hold in trust any moneys paid to it
         for a Party or be liable to account for interest on those moneys.

22.4     MAJORITY BANKS' DIRECTIONS

         Each Agent will be fully protected if it acts in accordance with the
         instructions of the Majority Banks in connection with the exercise of
         any right, power or discretion or any matter not expressly provided for
         in the Finance Documents. Any such instructions given by the Majority
         Banks will be binding on all the Banks. In the absence of such
         instructions each Agent may act as it considers to be in the best
         interests of all the Banks.

22.5     DELEGATION

         Each Agent may act under the Finance Documents through its personnel
         and agents.

22.6     RESPONSIBILITY FOR DOCUMENTATION

         Neither any Agent nor the Arranger is responsible to any other Party
         for:


<PAGE>   72

         (a)      the execution, genuineness, validity, enforceability or
                  sufficiency of any Finance Document or any other document;

         (b)      the collectability of amounts payable under any Finance
                  Document; or

         (c)      the  accuracy  of any  statements  (whether  written or oral)
                  made in or in  connection  with any Finance Document (or in
                  the Information Memorandum).

22.7     DEFAULT

(a)      Neither Agent is obliged to monitor or enquire as to whether or not a
         Default has occurred. Neither Agent will be deemed to have knowledge of
         the occurrence of a Default. However, if an Agent receives notice from
         a Party referring to this Agreement, describing the Default and stating
         that the event is a Default, it shall promptly notify the Finance
         Parties.

(b)      Each Agent may require the receipt of security satisfactory to it,
         whether by way of payment in advance or otherwise, against any
         liability or loss which it may incur in taking any proceedings or
         action arising out of or in connection with any Finance Document before
         it commences these proceedings or takes that action.

22.8     EXONERATION

(a)      Without limiting paragraph (b) below, no Agent will be liable to any
         other Party for any action taken or not taken by it under or in
         connection with any Finance Document, unless directly caused by its
         gross negligence or wilful misconduct.

(b)      No Party may take any proceedings against any officer, employee or
         agent of any Agent in respect of any claim it might have against such
         Agent or in respect of any act or omission of any kind (including gross
         negligence or wilful misconduct) by that officer, employee or agent in
         relation to any Finance Document.

22.9     RELIANCE

         Each Agent may:

         (a)      rely on any notice or document believed by it to be genuine
                  and correct and to have been signed by, or with the authority
                  of, the proper person;

         (b)      rely on any statement made by a director or employee of any
                  person regarding any matters which may reasonably be assumed
                  to be within his knowledge or within his power to verify; and

         (c)      engage, pay for and rely on legal or other professional
                  advisers selected by it (including those in such Agent's
                  employment and those representing a Party other than such
                  Agent).

22.10    CREDIT APPROVAL AND APPRAISAL

         Without affecting the responsibility of any Obligor for information
         supplied by it or on its behalf in connection with any Finance
         Document, each Bank confirms that it:


<PAGE>   73

         (a)      has made its own independent investigation and assessment of
                  the financial condition and affairs of each Obligor and its
                  related entities in connection with its participation in this
                  Agreement and has not relied exclusively on any information
                  provided to it by any Agent or the Arranger in connection with
                  any Finance Document; and

         (b)      will continue to make its own independent appraisal of the
                  creditworthiness of each Obligor and its related entities
                  while any amount is or may be outstanding under the Finance
                  Documents or any Commitment is in force.

22.11    INFORMATION

(a)      The Facility Agent shall promptly forward to the person concerned the
         original or a copy of any document which is delivered to the Facility
         Agent by a Party for that person.

(b)      Except where this Agreement specifically provides otherwise, the
         Facility Agent is not obliged to review or check the accuracy or
         completeness of any document it forwards to another Party.

(c)      Except as provided above, neither any Agent nor the Arranger has any
         duty:

         (i)      either initially or on a continuing basis to provide any
                  Finance Party with any credit or other information concerning
                  the financial condition or affairs of any Obligor or any
                  related entity of any Obligor whether coming into its
                  possession or that of any of its related entities before, on
                  or after the date of this Agreement; or

         (ii)     unless specifically requested to do so by a Bank in accordance
                  with this Agreement, to request any certificates or other
                  documents from any Obligor.

22.12    THE AGENTS AND THE ARRANGER INDIVIDUALLY

(a)      If it is also a Bank, each Agent and the Arranger has the same rights
         and powers under this Agreement as any other Bank and may exercise
         those rights and powers as though it were not an Agent or the Arranger.

(b)      Each Agent and the Arranger may:

         (i)      carry on any business with any Obligor or its related
                  entities;

         (ii)     act as agent or trustee  for,  or in  relation  to any
                  financing  involving,  any Obligor or its related entities;
                  and

         (iii)    retain any fees, profits or remuneration in connection with
                  its activities under this Agreement or in relation to any of
                  the foregoing.

22.13    INDEMNITIES

(a)      Without limiting the liability of any Obligor under the Finance
         Documents, each Bank shall forthwith on demand indemnify each Agent for
         its proportion of any liability or loss incurred by such Agent in any
         way relating to or arising out of its acting as the Facility Agent or
         the Security Agent, as the case may be, except to the extent that the
         liability or loss arises directly from such Agent's gross negligence or
         wilful misconduct.


<PAGE>   74

(b)      A Bank's proportion of the liability or loss set out in paragraph (a)
         above is the proportion which its participation in the Advances (if
         any) bears to all the Advances on the date of the demand. If, however,
         there are no Advances outstanding on the date of demand, then the
         proportion will be the proportion which its Commitment bears to the
         Total Commitments at the date of demand or, if the Total Commitments
         have been cancelled, bore to the Total Commitments immediately before
         being cancelled.

(c)      The Parent shall forthwith on demand reimburse each Bank for any
         payment made by it under paragraph (a) above.

22.14    COMPLIANCE

(a)      Each Agent may refrain from doing anything which might, in its opinion,
         constitute a breach of any law or regulation or be otherwise actionable
         at the suit of any person, and may do anything which, in its opinion,
         is necessary or desirable to comply with any law or regulation of any
         jurisdiction.

(b)      Without limiting paragraph (a) above, neither Agent need disclose any
         information relating to any Obligor or any of its related entities if
         the disclosure might, in the opinion of such Agent, constitute a breach
         of any law or regulation or any duty of secrecy or confidentiality or
         be otherwise actionable at the suit of any person.

(c)      In acting as Facility Agent and/or Security Agent for the Banks, the
         Facility Agent's and Security Agent's agency division shall be treated
         as a separate entity from any other of its divisions or departments
         and, notwithstanding the foregoing provisions of this Clause 22, in the
         event that Facility Agent or the Security Agent should act for any
         member of the Group in any capacity in relation to any other matter,
         any information given by such member of the Group to the Facility Agent
         or the Security Agent in such other capacity may be treated as
         confidential by the Facility Agent or the Security Agent (as the case
         may be).

22.15    RESIGNATION

(a)      Notwithstanding Clause 22.1 (Appointment and duties of the Agents),
         each Agent may resign (after consultation with the Parent) by giving
         notice to the Banks and the Parent and may be removed by the Majority
         Banks giving notice to such Agent and the Parent. In that event the
         Majority Banks, after consultation with the Parent, may appoint a
         successor (a "REPLACEMENT") for such Agent which shall be a reputable
         and experienced bank acting and incorporated or having a branch in
         England.

(b)      If the Majority Banks have not, within 30 days after any such notice,
         so appointed a Replacement which shall have accepted such appointment,
         the retiring Agent, after consultation with the Parent, shall have the
         right to appoint a Replacement which shall be a reputable and
         experienced bank incorporated or having a branch in England.

(c)      The resignation of the retiring Agent and the appointment of any
         Replacement shall, subject to Clause 22.15(d) (below), both become
         effective upon the Replacement notifying all the parties hereto in
         writing that it accepts such appointment, whereupon the Replacement
         shall succeed to the position of the retiring Agent and the term
         "AGENT", "FACILITY AGENT" or "SECURITY AGENT" in all of the Finance
         Documents shall include such Replacement where


<PAGE>   75

         appropriate. This Clause 22 shall continue to benefit a retiring Agent
         in respect of any action taken or omitted by it hereunder while it was
         an Agent.

(d)      The resignation or removal of a retiring Security Agent shall not
         become effective until the Facility Agent is satisfied that all things
         required to be done in order that the Security Documents or
         replacements therefor shall provide for legal, valid and enforceable
         security in favour of the replacement Security Agent have been done.
         The Obligors shall take such action as may be necessary in order that
         the Security Documents or replacements therefor shall provide for
         legal, valid and enforceable security in favour of any replacement
         Security Agent.

(e)      The retiring Agent shall make available to the Replacement such
         documents and records as the Replacement may reasonably request for the
         purpose of performing its function as the Facility Agent or Security
         Agent as the case may be.

22.16    SECURITY AGENT AS TRUSTEE

(a)      The Security Agent in its capacity as trustee or otherwise:

         (i)      shall not be liable for any failure, omission, or defect in
                  perfecting the security constituted by any Security Document
                  or any security created thereby;

         (ii)     may accept without enquiry such title as any Obligor may have
                  to the property over which security is intended to be created
                  by any Security Document.

(b)      Save where the Security Agent holds a legal mortgage over, or over an
         interest in, real property or shares, the Security Agent in its
         capacity as trustee or otherwise shall not be under any obligation to
         hold any title deeds, Security Documents or any other documents in
         connection with the property charged by any Security Document or any
         other such security in its own possession or to take any steps to
         protect or preserve the same. The Security Agent may permit the
         relevant Obligor to retain all such title deeds and other documents in
         its possession.

(c)      Save as otherwise provided in the Security Documents, all moneys which
         under the trusts herein or therein contained are received by the
         Security Agent in its capacity as trustee or otherwise may be invested
         in the name of or under the control of the Security Agent in any
         investment for the time being authorised by English law for the
         investment by trustees of trust money or in any other investments which
         may be selected by the Security Agent with the consent of the Majority
         Banks. Additionally, the same may be placed on deposit in the name of
         or under the control of the Security Agent at such bank or institution
         (including any Agent) and upon such terms as the Security Agent may
         think fit. Any and all such monies and all interest thereon shall be
         paid over to the Facility Agent forthwith upon demand by the Facility
         Agent.

(d)      Each Finance Party authorises, empowers and directs the Security Agent
         (by itself or by such person(s) as it may nominate) to execute and
         enforce the Security Documents as trustee or as otherwise provided (and
         whether or not expressly in the Finance Parties' names) on its behalf.


<PAGE>   76

22.17    BANKS

(a)      Each Agent may treat each Bank as a Bank, entitled to payments under
         this Agreement and as acting through its Facility Office(s) until it
         has received not less than 5 Business Days' notice from such Bank to
         the contrary prior to the relevant payment.

(b)      Each Bank represents to the Facility Agent that, in the case of a Bank
         which is a Bank on the date of this Agreement, on the date of this
         Agreement and, in the case of a Bank which becomes a Bank after the
         date of this Agreement, on the date it becomes a Bank it is:

         (i)      either:

                  (A)      not resident in the United Kingdom for United Kingdom
                           tax purposes; or

                  (B)      a "bank" as defined in section 840A of the Income and
                           Corporation Taxes Act 1988 and resident in the United
                           Kingdom for United Kingdom tax purposes; and

         (ii)     beneficially  entitled to the  principal and interest  payable
                  by the Facility  Agent to it under this Agreement,

         and shall forthwith notify the Facility Agent if either representation
         ceases to be correct.

22.18    CHINESE WALL

         In acting as Facility Agent or Arranger, the agency and syndications
         division of each of the Facility Agent and the Arranger shall be
         treated as a separate entity from its other divisions and departments.
         Any information acquired at any time by the Facility Agent or the
         Arranger otherwise than in the capacity of Agent or Arranger through
         its agency and syndications division (whether as financial advisor to
         any member of the Group or otherwise) may be treated as confidential by
         the Facility Agent or Arranger and shall not be deemed to be
         information possessed by the Facility Agent or Arranger in their
         capacity as such. Each Finance Party acknowledges that the Facility
         Agent and the Arranger may, now or in the future, be in possession of,
         or provided with, information relating to the Obligors which has not or
         will not be provided to the other Finance Parties. Each Finance Party
         agrees that, except as expressly provided in this Agreement, neither
         the Agent nor the Arranger will be under any obligation to provide, or
         under any liability for failure to provide, any such information to the
         other Finance Parties.

23.      FEES

23.1     ARRANGEMENT FEE

         The Parent shall pay to the Facility Agent on behalf of the Arranger a
         front-end fee on the date and in the amount agreed in the letter of
         even date herewith from the Facility Agent on behalf of the Arranger to
         the Parent and counter-signed by the Parent. The front-end fee shall be
         distributed by the Arranger among the Banks in the proportions agreed
         between the Arranger and the Banks.


<PAGE>   77

23.2     COMMITMENT FEE

(a)      The Parent shall pay to the Facility Agent for each Bank a commitment
         fee in the currency in which the relevant Commitments are denominated
         computed at the rate per annum referred to in Clause 8.5 (Applicable
         Margin and commitment fee) on the daily unutilised balance of the
         aggregate of that Bank's undrawn and available Commitment from time to
         time during the Availability Period.

(b)      Accrued commitment fee is payable quarterly in arrear with the first
         payment due three months after the Signing Date and thereafter until
         the Final Maturity Date. Commitment fee will start to accrue from the
         Signing Date. Accrued commitment fee is also payable to the Facility
         Agent for the relevant Bank(s) on the cancelled amount of any such
         Bank's Commitment at the time the cancellation takes effect.

23.3     AGENCY FEES

         The Parent shall pay to the Facility Agent for its own account the
         agency fees on the dates and in the amounts agreed in the letter of
         even date herewith from the Facility Agent to the Parent and
         counter-signed by the Parent.

23.4     VAT

         Any fee referred to in this Clause 23 (Fees) is exclusive of any value
         added tax or any other similar Tax which might be chargeable in
         connection with that fee. If any value added tax or other similar Tax
         is so chargeable, it shall be paid by the relevant Obligor at the same
         time as it pays the relevant fee.

24.      EXPENSES

24.1     INITIAL AND SPECIAL COSTS

         The Parent shall promptly on demand pay or procure that the other
         Borrowers pay the Agents and the Arranger the amount of all reasonable
         costs and expenses (including legal fees and expenses) incurred by any
         of them in connection with:

         (a)      the negotiation, preparation, printing and execution of this
                  Agreement and any other Finance Document (including any
                  executed after the date of this Agreement) and the syndication
                  of the Facilities;

         (b)      any amendment, supplement, waiver, consent or suspension of
                  rights (or any proposal for any of the foregoing) requested by
                  or on behalf of an Obligor or, in the case of Clause 2.5
                  (Change of currency), the Facility Agent and relating to a
                  Finance Document; and

         (c)      any other matter, not of an ordinary administrative nature,
                  arising out of or in connection with a Finance Document,

         together in each case with any applicable value added tax or other
         similar Taxes.

<PAGE>   78

24.2     ENFORCEMENT COSTS

         The Parent shall promptly on demand pay or procure that the other
         Borrowers pay to each Finance Party the amount of all costs and
         expenses (including legal fees and expenses) incurred by it:

         (a)      in connection with the enforcement of, or the protection or
                  preservation of any rights under, any Finance Document; or

         (b)      (in the case of the Facility Agent or the Security Agent only)
                  in investigating any Default,

         together in each case with any applicable value added tax or other
         similar Taxes.

         While any Event of Default is continuing, the Parent shall promptly on
         demand pay each Agent for the cost of the management time charged by
         such Agent in connection with any additional administration of the
         Finance Documents arising in consequence of such Event of Default.

24.3     STAMP DUTIES

         The Parent shall pay and promptly on demand indemnify each Finance
         Party against any liability it incurs in respect of any stamp,
         registration and similar Tax which is or becomes payable in connection
         with the entry into, registration, performance or enforcement of any
         Finance Document.

25.      INDEMNITIES

25.1     CURRENCY INDEMNITY

(a)      If any amount payable by any Obligor under or in connection with any
         Finance Document is received by any Finance Party in a currency (the
         "PAYMENT CURRENCY") other than that agreed to be payable under that
         Finance Document (the "AGREED CURRENCY"), whether as a result of any
         judgement or order or the enforcement of the same, the liquidation of
         such Obligor or otherwise and the amount produced by converting the
         Payment Currency so received into the Agreed Currency at market rates
         prevailing at or about the time of receipt of the Payment Currency is
         less than the amount of the Agreed Currency due under that Finance
         Document, then the Obligors shall, as an independent and additional
         obligation, indemnify each Finance Party for the deficiency and any
         loss sustained as a result.

(b)      The indemnities set out in paragraph (a) above shall constitute
         separate and independent obligations of each of the Obligors from their
         other obligations under the Finance Documents and shall apply
         irrespective of any indulgence granted by any Finance Party. The
         Obligors shall pay the reasonable costs of making any conversion from
         the Payment Currency to the Agreed Currency.

(c)      Each Obligor waives any right it may have in any jurisdiction to pay
         any amount under this Agreement in a currency other than that in which
         it is expressed to be payable under that Finance Document.


<PAGE>   79

25.2     GENERAL INDEMNITIES

         The Parent shall promptly on demand indemnify each Finance Party
         against any loss or liability which that Finance Party incurs as a
         consequence of:

         (a)      the occurrence of any Default;

         (b)      the operation of Clause 25.1 (Change of currency), Clause 21.2
                  (Acceleration) or Clause 31 (Pro rata sharing);

         (c)      any payment of principal of or interest on an Advance or of an
                  overdue amount being received otherwise than on its Maturity
                  Date; or

         (d)      (other than by reason of default by a Finance Party) an
                  Advance not being made after a Request has been delivered for
                  that Advance,

         including any loss of Margin or other loss or expense on account of
         funds borrowed, contracted for or utilised to fund any amount payable
         under any Finance Document, any amount repaid or prepaid or any Advance
         (provided that the loss or liability recoverable by any Finance Party
         under paragraphs (c) or (d) shall not exceed the amount which such
         Finance Party could claim if it had funded such Advance or overdue
         amount on a matched basis in the London Interbank Eurocurrency Market).

26.      EVIDENCE AND CALCULATIONS

26.1     ACCOUNTS

         Accounts maintained by a Finance Party in connection with this
         Agreement are prima facie evidence of the matters to which they relate.

26.2     CERTIFICATES AND DETERMINATIONS

         Any certification or determination by a Finance Party of a rate or
         amount under this Agreement is, in the absence of manifest error, prima
         facie evidence of the matters to which it relates.

26.3     CALCULATIONS

         Interest (including any Reserve Asset Costs) and the fees payable under
         Clause 23.2 (Commitment fee) accrue from day to day and are calculated
         on the basis of the actual number of days elapsed and a year of 360
         days or, in the case of interest payable on an amount denominated in
         Sterling only, 365 days.

27.      AMENDMENTS AND WAIVERS

27.1     PROCEDURE

(a)      Subject to Clause 27.2 (Exceptions), if authorised by the Majority
         Banks, the Facility Agent or (in the case of the Security Documents)
         the Security Agent may waive or (with the consent of the Obligors'
         Agent) amend or vary any term of the Finance Documents. Any such
         waiver, amendment or variation so authorised and effected shall be
         binding on all the Finance Parties


<PAGE>   80

         and the Facility Agent (or Security Agent as the case may be) shall be
         under no liability in respect of any such waiver, amendment or
         variation. The Obligors' Agent and the other Obligors shall be entitled
         to rely on any letter agreeing to any such waiver, amendment or
         variation given by the Facility Agent or the Security Agent, as the
         case may be, in their capacity as such, which the Obligors may take as
         confirmation that the Facility Agent or the Security Agent, as the case
         may be, has been duly authorised by the Majority Banks.

(b)      The Facility Agent shall promptly notify the Obligors' Agent and the
         other Finance Parties of any waiver, amendment or variation effected
         under paragraph (a) above, and any such waiver, amendment or variation
         shall be binding on all the Parties.

27.2     EXCEPTIONS

         A waiver, amendment or variation which relates to:

         (a)      the definition of "MAJORITY BANKS" in Clause 1.1
                  (Definitions);

         (b)      an  extension  of the date for, or a decrease in an amount or
                  a change in the  currency or waiver of, any payment under the
                  Finance Documents;

         (c)      a change in a Bank's Commitment (other than as expressly
                  contemplated by this Agreement) or an extension of the
                  Availability Period;

         (d)      the incorporation of Additional Borrowers and/or drawers or a
                  change in the Guarantors otherwise than in accordance with
                  Clauses 17.1 (Additional Borrowers) or 17.2 (Additional
                  Guarantors);

         (e)      a term of a Finance Document which expressly requires the
                  consent of each Bank;

         (f)      Clauses 6 (Repayment), 7 (Prepayment and Cancellation), 10.6
                  (Partial payments), 11 (Taxes), 36 (Governing Law) or this
                  Clause 27; or

         (g)      any material provision of any Security Document or any release
                  (not otherwise provided for in Clause 17.4 (Release of
                  Guarantors and security) or the relevant Security Document) of
                  any material asset charged by any of the Security Documents,

         may not be effected without the consent of each Bank.

27.3     WAIVERS AND REMEDIES CUMULATIVE

         The rights of each Finance Party under the Finance Documents:

         (a)      may be exercised as often as necessary;

         (b)      are cumulative and not exclusive of its rights under the
                  general law; and

         (c)      may be waived only in writing and specifically.

         Delay in exercising or non-exercise of any such right is not a waiver
         of that right.


<PAGE>   81

28.      CHANGES TO THE PARTIES

28.1     TRANSFERS BY OBLIGORS

         No Obligor may assign, transfer, novate or dispose of any of, or any
         interest in, its rights and/or obligations under this Agreement.

28.2     TRANSFERS BY BANKS

(a)      A Bank (the "EXISTING BANK") may at any time with the prior consent of
         the Parent (not to be unreasonably withheld and such consent to be
         deemed given within 5 Business Days of an Existing Bank's request)
         assign, transfer or novate any of its rights and/or obligations under
         this Agreement to another bank, trust, fund or financial institution
         (the "NEW BANK") which is a Recognised Bank provided always that no
         consent from the Parent will be required during the Primary Syndication
         Period.

(b)      A transfer of obligations will be effective only if either:

         (i)      the obligations are novated in accordance with Clause 28.3
                  (Procedure for novation); or

         (ii)     the New Bank confirms to the Facility Agent and the Parent
                  that it undertakes to be bound by the terms of the Finance
                  Documents as a Bank in form and substance satisfactory to the
                  Facility Agent. On the transfer becoming effective in this
                  manner the Existing Bank shall be relieved of its obligations
                  under the Finance Documents to the extent that they are
                  transferred to the New Bank.

(c)      Nothing in this Agreement restricts the ability of a Bank to
         sub-participate or sub-contract an obligation if that Bank remains
         liable under this Agreement for that obligation.

(d)      On each occasion an Existing Bank assigns, transfers or novates any of
         its rights and/or obligations under this Agreement, the New Bank shall,
         on the date the assignment, transfer and/or novation takes effect, pay
         to the Facility Agent an administration fee of (pound)1,000.

(e)      Neither an Existing Bank nor any other Finance Party is responsible to
         a New Bank for:

         (i)      the execution, genuineness, validity, enforceability or
                  sufficiency of any Finance Document or any other document;

         (ii)     the collectability of amounts payable under any Finance
                  Document or the financial condition of or the performance of
                  its obligations under the Finance Documents by any Obligor; or

         (iii)    the accuracy of any statements or information (whether written
                  or oral) made in or in connection with or supplied in
                  connection with any Finance Document.

(f)      Each New Bank confirms to the Existing Bank and the other Finance
         Parties that it:

         (i)      has made its own independent investigation and assessment of
                  the financial condition and affairs of each Obligor and its
                  related entities in connection with its participation in this
                  Agreement and has not relied exclusively on any information
                  provided to it by


<PAGE>   82

                  the Existing Bank or any other Finance Party in connection
                  with any Finance Document;

         (ii)     will continue to make its own independent appraisal of the
                  creditworthiness of each Obligor and its related entities
                  while any amount is or may be outstanding under this Agreement
                  or any Commitment is in force;

         (iii)    is a bank, trust, fund or financial institution whose ordinary
                  business includes participation in syndicated facilities of
                  this type; and

         (iv)     is a Recognised Bank with respect to each Borrower.

(g)      Nothing in any Finance Document obliges an Existing Bank to:

         (i)      accept a re-transfer from a New Bank of any of the rights
                  and/or obligations assigned, transferred or novated under this
                  Clause 28.2 or Clause 28.3 (Procedure for novation); or

         (ii)     support any losses incurred by the New Bank by reason of the
                  non-performance by any Obligor of its obligations under this
                  Agreement or otherwise.

(h)      Any reference in this Agreement to a Bank includes a New Bank, but
         excludes a Bank if no amount is or may be owed to or by that Bank under
         this Agreement and its Commitment has been cancelled or reduced to nil.

28.3     PROCEDURE FOR NOVATION

(a)      A novation is effected if after prior consultation with the Parent:

         (i)      the Existing Bank and the New Bank deliver to the Facility
                  Agent a duly completed certificate executed by the Existing
                  Bank and the New Bank, substantially in the form of Part I of
                  Schedule 5 (a "NOVATION CERTIFICATE"); and

         (ii)     the Facility Agent executes it.

(b)      Each Party (other than the Existing Bank and the New Bank) irrevocably
         authorises the Facility Agent to execute any duly completed Novation
         Certificate on its behalf.

(c)      To the extent that they are expressed to be the subject of the novation
         in the Novation Certificate:

         (i)      the Existing Bank and the other Parties (the "EXISTING
                  PARTIES") will be released from their obligations to each
                  other under the Finance Documents (the "DISCHARGED
                  OBLIGATIONS");

         (ii)     the New Bank and the existing Parties will assume obligations
                  towards each other under the Finance Documents which differ
                  from the discharged obligations only insofar as they are owed
                  to or assumed by the New Bank instead of the Existing Bank;

<PAGE>   83

         (iii)    the rights of the Existing Bank against the existing Parties
                  under the Finance Documents and vice versa (the "DISCHARGED
                  RIGHTS") will be cancelled; and

         (iv)     the New Bank and the existing Parties will acquire rights
                  against each other under the Finance Documents which differ
                  from the discharged rights only insofar as they are
                  exercisable by or against the New Bank instead of the Existing
                  Bank,

         all on the date of execution of the Novation Certificate by the
         Facility Agent or, if later, the date specified in the Novation
         Certificate.

         The discharged obligations shall not include any obligation under
         Clauses 11 (Taxes) and 13 (Increased Costs) in respect of payments made
         prior to the effective date of such Novation Certificate.

(d)      Each Obligor and each Finance Party hereby agrees for the future that
         in the event of an assignment or a transfer by any Existing Bank of all
         or part of its rights and obligations under the Finance Documents to a
         New Bank, the Existing Bank shall expressly preserve all of its rights
         under any security or privilege in relation to the existing rights, so
         that such security or privilege shall be automatically transferred to
         the New Bank.

28.4     REFERENCE BANKS

         If a Reference Bank (or, if a Reference Bank is not a Bank, the Bank of
         which it is an Affiliate) ceases to be one of the Banks, the Facility
         Agent shall (in consultation with the Parent) appoint another Bank or
         an Affiliate of a Bank to replace that Reference Bank.

28.5     REGISTER

         The Facility Agent shall keep a record of all the Parties and shall
         supply any other Party (at that Party's expense) with a copy of the
         record on request.

28.6     INCREASED COSTS

         If any assignment, transfer or novation of or with respect to all or
         any part of the rights and/or obligations of a Bank under this
         Agreement pursuant to Clause 28.2 (Transfers by Banks) or 28.3
         (Procedure for novation) is made which results (or would but for this
         Clause result) at the time thereof in amounts becoming payable under
         Clauses 11 (Taxes) or 13.1 (Increased costs), then the assignee,
         transferee or New Bank shall be entitled to receive such amounts only
         to the extent that the assignor, transferor or Existing Bank would have
         been so entitled had there been no such assignment, transfer, or
         novation.

29.      DISCLOSURE OF INFORMATION

29.1     CONFIDENTIALITY

         Each Finance Party hereby severally undertakes to each Obligor that it
         will keep confidential and that it will not make use of for any
         purposes (otherwise than for the purposes of the Finance Documents and
         otherwise than in the context of an addition to its general experience,
         knowledge or expertise), any of the Finance Documents or other
         documents relating to this Agreement and all of the information
         distributed on behalf of the Obligors or any of them during syndication
         or contained in, received under or obtained in the course of
         discussions


<PAGE>   84

         relating to the Finance Documents other than any such document or
         information which has become generally available to banks in the London
         market through no breach by it of this Clause, provided that each
         Finance Party shall be entitled to make disclosure of the same:

         (i)      to its auditors, accountants, legal counsel and tax advisers
                  and to any other professional advisers appointed to act in
                  connection with the administration of the Finance Documents or
                  the enforcement of, or realisation of any security provided
                  under, any of the Finance Documents;

         (ii)     to any other third party where the relevant Obligor has
                  previously agreed in writing that disclosure may be made to
                  that third party;

         (iii)    to its Affiliates to the extent required as part of such
                  Finance Party's credit control procedures;

         (iv)     to any banking or other regulatory or examining authorities
                  (whether governmental or otherwise) where such disclosure is
                  requested by them;

         (v)      pursuant to subpoena or other legal process, or in connection
                  with any action, suit or proceeding relating to any of the
                  Finance Documents;

         (vi)     pursuant to any law or regulation having the force of law; and

         (vii)    to any member of the Group.

         The provisions of this Clause 29.1 shall supersede any undertakings
         with respect to confidentiality previously given by any Finance Party
         in favour of any Obligor.

29.2     SUB-PARTICIPANTS

         Notwithstanding Clause 29.1 (Confidentiality), a Bank may disclose to
         one of its Affiliates or any person with whom it is proposing to enter,
         or has entered into, any kind of transfer, participation or other
         agreement in relation to this Agreement:

         (i)      a copy of any Finance Document; and

         (ii)     any information which that Bank has acquired under or in
                  connection with any Finance Document,

         provided that any such proposed transferee, participant or assignee has
         agreed with the Parent to keep any such Finance Document or information
         confidential.

29.3     PUBLICITY

         The Parent and the Arranger shall agree the form of all press
         announcements issued in respect of the Finance Documents and any
         transaction contemplated thereby.

30.      SET-OFF

         Following the occurrence of an Event of Default, a Finance Party may
         set off any obligation due and payable by an Obligor under the Finance
         Documents (to the extent beneficially


<PAGE>   85

         owned by that Finance Party) against any obligation (whether or not due
         and payable) owed by that Finance Party to that Obligor, regardless of
         the place of payment, booking branch or currency of either obligation.
         If the obligations are in different currencies, the Finance Party may
         convert either obligation, at the cost of such Obligor, at a market
         rate of exchange in its usual course of business for the purpose of the
         set-off. If either obligation is unliquidated or unascertained, the
         Finance Party may set off in an amount estimated by it in good faith to
         be the amount of that obligation.

31.      PRO-RATA SHARING

31.1     REDISTRIBUTION

         If any amount owing by an Obligor under this Agreement to a Finance
         Party (the "RECOVERING FINANCE PARTY") is discharged by payment,
         set-off or any other manner other than through the Facility Agent in
         accordance with Clause 10 (Payments) (a "RECOVERY"), then:

         (a)      the recovering Finance Party shall, within 3 Business Days,
                  notify details of the recovery to the Facility Agent;

         (b)      the Facility Agent shall determine whether the recovery is in
                  excess of the amount which the recovering Finance Party would
                  have received had the recovery been received by the Facility
                  Agent and distributed in accordance with Clause 10 (Payments);

         (c)      subject to Clause 31.3 (Exception) the recovering Finance
                  Party shall, within 3 Business Days of demand by the Facility
                  Agent, pay to the Facility Agent an amount (the
                  "REDISTRIBUTION") equal to the excess;

         (d)      the Facility Agent shall treat the redistribution as if it
                  were a payment by the Obligor concerned under Clause 10
                  (Payments) and shall pay the redistribution to the Finance
                  Parties (other than the recovering Finance Party) in
                  accordance with Clause 10.6 (Partial payments); and

         (e)      after payment of the full redistribution, the recovering
                  Finance Party will be subrogated to the portion of the claims
                  paid under paragraph (d) above, and that Obligor will owe the
                  recovering Finance Party a debt which is equal to the
                  redistribution, immediately payable and of the type originally
                  discharged.

31.2     REVERSAL OF REDISTRIBUTION

         If:

         (a)      a recovering Finance Party must subsequently return a
                  recovery, or an amount measured by reference to a recovery, to
                  an Obligor; and

         (b)      the recovering Finance Party has paid a redistribution in
                  relation to that recovery,

         each Finance Party shall, within 3 Business Days of demand by the
         recovering Finance Party through the Facility Agent, reimburse the
         recovering Finance Party all or the appropriate portion of the
         redistribution paid to that Finance Party. Thereupon the subrogation in
         Clause 31.1(e) will operate in reverse to the extent of the
         reimbursement.


<PAGE>   86

31.3     EXCEPTION

         A recovering Finance Party need not pay a redistribution to the
         Facility Agent (i) to the extent that it would not, after the payment,
         have a valid claim against the Obligor concerned in the amount of the
         redistribution pursuant to Clause 31.1 (Redistribution) paragraph (e)
         or (ii) where the recovering Finance Party made the recovery as a
         consequence of a judgment in any legal proceedings, to the extent that
         any other Finance Party was given notice of such proceedings and, being
         entitled to do so, did not join in such proceedings.

32.      SEVERABILITY

         If a provision of any Finance Document is or becomes illegal, invalid
         or unenforceable in any jurisdiction, that shall not affect:

         (a)      the legality, validity or enforceability in that jurisdiction
                  of any other provision of the Finance Documents; or

         (b)      the legality, validity or enforceability in other
                  jurisdictions of that or any other provision of the Finance
                  Documents.

33.      COUNTERPARTS

         This Agreement may be executed in any number of counterparts, and this
         has the same effect as if the signatures on the counterparts were on a
         single copy of this Agreement.

34.      NOTICES

34.1     GIVING OF NOTICES

         All notices or other communications under or in connection with this
         Agreement shall be given in writing or by facsimile. Any such notice
         will be deemed to be given as follows:

         (a)      if in writing, when delivered;

         (b)      if by facsimile, when received.

         However, a notice given in accordance with the above but received on a
         non-working day or after business hours in the place of receipt will
         only be deemed to be given on the next working day in that place. Any
         notice given to the Facility Agent shall be confirmed in writing, but
         non receipt of the written confirmation shall not invalidate such
         notice or any action taken in reliance on the facsimile version
         thereof.

34.2     ADDRESSES FOR NOTICES

         The address and facsimile number of each Party for all notices under or
         in connection with this Agreement are:

         (a)      as specified in Schedule 1 or 2, as the case may be, or in the
                  Novation Certificate, Borrower Accession Agreement or
                  Guarantor Accession Agreement by which such Party became a
                  party to this Agreement, as such Party's address for notices;
                  or


<PAGE>   87

         (b)      as otherwise notified by that Party for this purpose to the
                  Facility Agent (or in the case of the Facility Agent as
                  otherwise notified by the Facility Agent to the other Parties)
                  by not less than five Business Days' notice.

35.      JURISDICTION

35.1     SUBMISSION

         For the benefit of each Finance Party, each Obligor agrees that the
         courts of England have jurisdiction to settle any disputes in
         connection with any Finance Document and accordingly submits to the
         jurisdiction of the English courts.

35.2     SERVICE OF PROCESS

         Without prejudice to any other mode of service, each Obligor not
         incorporated in England:

         (a)      irrevocably appoints Getty U.K. whose registered office is at
                  101 Bayham Street, London NW1 0AG as its agent for service of
                  process relating to any proceedings before the English courts
                  in connection with any Finance Document;

         (b)      agrees that failure by such process agent to notify the
                  Obligor of the process will not invalidate the proceedings
                  concerned; and

         (c)      consents to the service of process relating to any such
                  proceedings by prepaid posting of a copy of the process to its
                  address for the time being applying under Clause 34.2
                  (Addresses for notices).

         Getty U.K. hereby irrevocably accepts such appointment by each other
         Obligor.

35.3     FORUM CONVENIENCE AND ENFORCEMENT ABROAD

         Each Obligor:

         (a)      waives objection to the English courts on grounds of
                  inconvenient forum or otherwise as regards proceedings in
                  connection with a Finance Document; and

         (b)      agrees that a judgment or order of an English court in
                  connection with a Finance Document is (subject to rights of
                  appeal before the English courts) conclusive and binding on it
                  and may be enforced against it in the courts of any other
                  jurisdiction.

35.4     NON-EXCLUSIVITY

         Nothing in this Clause 35 limits the right of a Finance Party to bring
         proceedings against an Obligor in connection with any Finance Document:

         (a)      in any other court of competent jurisdiction including in New
                  York City, New York, United States of America; or

         (b)      concurrently in more than one jurisdiction.


<PAGE>   88

35.5     WAIVER OF JURY TRIAL

         Each Obligor waives, to the extent permitted by applicable law, trial
         by jury in any litigation in any court with respect to, in connection
         with, or arising out of this Agreement, or the validity, protection,
         interpretation, collection or enforcement hereof; and the Obligors
         hereby waive, to the extent permitted by applicable law, the right to
         interpose any set off or counterclaim or cross-claim in connection with
         any such litigation, irrespective of the nature of such set off,
         counterclaim or cross-claim except to the extent that the failure so to
         assert any such set off, counterclaim or cross-claim would permanently
         preclude the prosecution of or recovery upon same. The Obligors agree
         that this Clause 35.5 is a specific and material aspect of this
         Agreement and acknowledge that the Banks would not make the Facilities
         available if this Clause 35.5 were not part of this Agreement.

36.      GOVERNING LAW

         This Agreement is governed by English law.

37.      SENIOR INDEBTEDNESS/DESIGNATED SENIOR INDEBTEDNESS

         The Advances and all other monetary obligations of the Parent, whether
         in its capacity as a Borrower, a Guarantor or otherwise, under any of
         the Finance Documents constitute "Senior Indebtedness" and "Designated
         Senior Indebtedness" as defined in the indenture dated 27th May, 1998
         made between the Parent and The Bank of New York, as trustee, relating
         to the Parent's 4.75% Convertible Subordinated Notes due 2003. In
         addition, to the extent that any Obligor is now or may hereafter become
         party to any indenture, note, loan agreement or other document which
         contemplates or provides for the existence of "Senior Indebtedness" or
         "Designated Senior Indebtedness" of such Obligor, the parties intend
         that the Advances and all other monetary obligations of such Obligor,
         whether in its capacity as a Borrower, a Guarantor or otherwise, under
         any of the Finance Documents shall constitute "Senior Indebtedness" and
         "Designated Senior Indebtedness" for purposes of such indenture, note,
         loan agreement or other document.

This Agreement has been entered into on the date stated at the beginning of this
Agreement.



<PAGE>   89



                                   SCHEDULE 1

                                 VARIOUS PARTIES


                                     PART I

                                ORIGINAL BORROWER


Getty Images, Inc.
Eyewire, Inc.
PhotoDisc, Inc.
Art.com, Inc.
Tony Stone Images/America Inc
Tony Stone Images/Chicago Inc.
Tony Stone Images/New York Inc.
Tony Stone Images/Los Angeles Inc.
Getty Communications Group Finance Limited
Getty Communications Limited
Getty Images Limited


ADDRESS FOR NOTICES FOR THE ORIGINAL BORROWER

101 Bayham Street
London
NW1  0AG


Attention:        Cameron Anderson
Fax:              0171 267 6540

WITH A COPY TO THE OBLIGOR'S AGENT:

701 North 34th Street
Suite 400
Seattle
Washington 98103

Attention:        Christopher Roling
Fax:              001 206 268 1202




<PAGE>   90



                                     PART II

                               ORIGINAL GUARANTORS


Getty Images, Inc.
Eyewire,Inc
PhotoDisc, Inc.
Art.com, Inc.
Tony Stone Images/America, Inc.
Tony Stone Images/Chicago Inc.
Tony Stone Images/New York Inc.
Tony Stone Images/Los Angeles Inc.
3032097 Nova Scotia Limited
Getty Communications Limited
Getty Communications Group Finance Limited
Getty Images Limited




ADDRESS FOR NOTICES FOR EACH GUARANTOR REFERRED TO ABOVE:

101 Bayham Street
London
NW1 0AG

Attention:        Cameron Anderson
Fax:              0171 267 6540

WITH A COPY TO THE OBLIGOR'S AGENT:

701 North 34th Street
Suite 400
Seattle
Washington 98103

Attention:        Christopher Roling
Fax:              001 206 268 1202




<PAGE>   91



                                   SCHEDULE 2

                              BANKS AND COMMITMENTS



                                                                 COLUMN 1
                      BANKS AND NOTICE
                           DETAILS                               TRANCHE A
                                                                COMMITMENT
                                                                    US$
       HSBC Bank plc                                            50,000,000




                                                        ------------------------
                                                 TOTAL          50,000,000
                                                        ------------------------
       Address for notices:

       27/32 Poultry
       London
       EC2P  2BX

       Attention:   Graham Boyd
                    HSBC Bank plc
                    Media Telecoms & IT Team
       Fax:         0171 260 4800







<PAGE>   92



                                   SCHEDULE 3

                                     PART I

           CONDITIONS PRECEDENT DOCUMENTS TO FIRST TRANCHE A DRAWDOWN


1.       A certified copy of the constitutional documents, including the
         memorandum and articles of association, and certificates of
         registration of each Obligor (or, for each U.S. Obligor and 3032097
         Nova Scotia Limited, the certificate and articles of incorporation and
         by-laws), as currently in force.

2.       (a)      A certified copy of a resolution of the board of directors (or
                  equivalent governing body authority) of each Obligor approving
                  the terms of, and the transactions contemplated by the Finance
                  Documents to which it is a party and resolving that it execute
                  each such Finance Document and authorising a named person or
                  persons to do so on behalf of such Obligor and, in the case of
                  a Borrower, to issue any Request;

         (b)      a specimen of the signature of each authorised signatory of
                  each Obligor authorised to bind that company by his signature,
                  pursuant to the board resolution referred to in paragraph (a)
                  above;

         (c)      a certificate of a director of each Obligor (or, for each U.S.
                  Borrower and 3032097 Nova Scotia Limited, by one of its
                  officers) (i) confirming that utilisation of that part of the
                  Facility available to it in full would not cause any borrowing
                  limit binding on it to be exceeded and (ii) certifying that
                  each copy document delivered by such Obligor under this Part 1
                  of Schedule 3 is correct, complete and in full force and
                  effect as at a date no earlier than the date of this
                  Agreement; and

         (d)      a certified copy of a resolution, passed by all the holders of
                  the issued or allotted shares in each non US Obligor,
                  approving the terms of, and the transactions contemplated by,
                  the Finance Documents to which such non US Obligor is to be a
                  party.

3.       A copy (or originals) of the duly executed Finance Documents.

4.       A copy of any other authorisation or consents or other document,
         opinion or assurance which is necessary or desirable in connection with
         the entry into and performance of, and the transactions contemplated
         by, any Finance Document or for the validity and enforceability of any
         Finance Document.

5.       At least two originals of each of the Security Documents duly executed
         by the relevant Obligor and each other party thereto, together with
         share certificates, stock powers or share transfer forms (as
         appropriate) executed in blank and title documents (if any) relating to
         assets charged by the Security Documents which are contemplated to be
         delivered to the Security Agent and copies of all notices required to
         be despatched pursuant to the Security Documents.


6.       A certified copy of the Financial Forecasts.


<PAGE>   93

7.       Satisfactory results to all company searches and land priority/charge
         searches relating to each Obligor (including in respect of leasehold
         property copies of the relevant lease agreements).

8.       Releases for all existing Encumbrances registered in respect of any
         assets of any member of the Group, save Permitted Encumbrances.

9.       Requests in relation to all Advances to be made at Signing Date.

10.      A legal opinion of:

         (a)      Allen & Overy, English legal advisers to the Facility Agent,
                  addressed to the Finance Parties;

         (b)      Kirkland & Ellis, United States legal advisers to the Facility
                  Agent, addressed to the Finance Parties; and

         (c)      in-house U.S. legal counsel to the Group in relation to US law
                  addressed to the Finance Parties;

         (d)      Weil, Gotshal & Manges legal advisers to the Group, in
                  relation to US law addressed to the Finance Parties; and

         (e)      Stewart McKelvey Stirling Scales legal advisers to the Group
                  in relation to Canadian law addressed to the Finance Parties,

         together with all such other legal opinions in relation to the US
         Obligors or 3032097 Nova Scotia Limited as the Facility Agent may
         reasonably require.

11.      Evidence that all Borrowings not permitted pursuant to Clause 19.10
         (Borrowing) have been repaid.

12.      Written confirmation from Getty U.K. that it accepts the appointment as
         process agent for each Obligor which is not incorporated in England and
         any subsequent appointment made by any Additional Borrower or
         Additional Guarantor.

13.      A solvency statement of the chief financial officer of each U.S.
         Obligor.

14.      Structure Memorandum.

15.      Payment of all fees payable under Clause 23 (fees) and expenses payable
         under Clause 24.1(a) (Initial and Special Costs)



<PAGE>   94



                                     PART 1A

                          FURTHER CONDITIONS PRECEDENT

1.       A certified copy of the constitutional documents, including the by-laws
         and certificate and articles of incorporation of The Image Bank Inc.

2.       A certified copy of a resolution of the board of directors of the
         Parent approving the terms of and the transactions contemplated by the
         Acquisition Agreements to which it is a party.

3.       A certified copy of a resolution of the board of directors of The Image
         Bank, Inc approving the terms of and the transactions contemplated by
         the Finance Documents to which it is a party and resolving that it
         execute each such Finance Document and authorising a named person or
         persons do so on its behalf.

4.       A certificate signed by an authorised signatory of the Parent on its
         behalf to the effect that:

         (i)      the Acquisition  was completed on or about 22nd November,
                  1999;

         (ii)     completion of the Acquisition has not, in the opinion of the
                  executive directors of the Parent, materially and adversely
                  impacted on the ability of the enlarged Group to comply with
                  the financial covenants set out in Clause 20 (Financial
                  Covenants) until the Final Maturity Date; and

         (iii)    all regulatory approvals and authorisations necessary or
                  desirable in connection with the TIB Acquisition have been
                  obtained.

5.       A copy of the following duly executed documents:

         (a)      the Acquisition Agreements and the press announcement in
                  connection with the TIB Acquisition; and

         (b)      the Prospectus.

6.       Satisfactory results of all company searches and land priority/charge
         searches relating to the Acquired Assets.

7.       A certified copy of the Base Financial Statements.

8.       A Guarantor Accession Agreement duly executed by The Image Bank, Inc.

9.       At least two originals of each of the Security Documents duly executed
         by The Image Bank, Inc. and each other party thereto, together with
         such legal opinions as the Facility Agent may reasonably require, stock
         powers executed in blank and title documents (if any) relating to
         assets charged by the Security Documents which are contemplated to be
         delivered to the Security Agent and copies of all notices required to
         be despatched pursuant to the Security Documents.


<PAGE>   95

                                     PART II


        CONDITIONS PRECEDENT DOCUMENTS ON BORROWER OR GUARANTOR ACCESSION


Each of the documents referred to in Schedule 3 Part I paragraphs 1, 2, 4, 7, 10
and 15 relating to any Additional Borrower or Additional Guarantor.




<PAGE>   96



                                   SCHEDULE 4

                                 FORM OF REQUEST


To:               HSBC Investment Bank plc as Facility Agent

Attention:        [         ]

From:             [BORROWER]
                                              Date:[                   ]


                                                GETTY IMAGES, INC.
                     UP TO U.S.$100,000,000 REVOLVING CREDIT FACILITY AGREEMENT
                                                DATED OCTOBER, 1999
                                             (THE "CREDIT AGREEMENT")

Terms used in this Request and defined in the Credit Agreement have the same
meaning in this Request as in the Credit Agreement.

1.       We wish to borrow an Advance as follows:

         (a)      Borrower:                       [              ]

         (b)      Drawdown Date:                  [              ]

         (c)      Original Dollar Amount/amount:  [U.S.$         ]

         (d)      Currency:                       [Dollars/Sterling/euros/other]

         (e)      Term:                           [              ]

         (f)      Payment Instructions:           [              ].

2.       We confirm that each condition specified in Clause 4.3 (Conditions
         Precedent to each Advance) is satisfied on the date of this Request.



Yours faithfully,


________________________
for and on behalf of
GETTY IMAGES, INC.
as Obligors' Agent


<PAGE>   97



                                   SCHEDULE 5

                          FORMS OF ACCESSION DOCUMENTS

                                     PART I

                              NOVATION CERTIFICATE

To:      HSBC Investment Bank plc as Facility Agent

From:    [THE EXISTING BANK] and [THE NEW BANK]                Date: [         ]


                               GETTY IMAGES, INC.
           UP TO U.S.$100,000,000 REVOLVING CREDIT FACILITY AGREEMENT
                               DATED OCTOBER, 1999
                            (THE "CREDIT AGREEMENT")

References to Clauses are to Clauses of the Credit Agreement.

We refer to Clause 28.3 (Procedure for novation).

1.       We [ ] (the "EXISTING BANK") and [ ] (the "NEW BANK") agree to the
         Existing Bank and the New Bank novating all the Existing Bank's rights
         and obligations referred to in the Schedule in accordance with Clause
         28.3.

2.       From the date specified in paragraph 3 below, the New Bank becomes
         party to the Credit Agreement as a Bank, with the rights and
         obligations referred to in the Schedule.

3.       The specified date for the purposes of Clause 28.3(c) is [date of
         novation].

4.       The Facility Office and address for notices of the New Bank for the
         purposes of Clause 34.2 (Addresses for notices) are set out in the
         Schedule.

5.       The Existing Bank and the New Bank acknowledge and agree that Clauses
         28.2 (Transfers by Banks) paragraphs (d), (e), (f) and (g) apply to
         this Novation Certificate and the novation contemplated hereby as if
         set out in full herein, mutatis mutandis.

6.       It is expressly agreed that the security created or evidenced by the
         Security Documents shall be preserved for the benefit of the New Bank
         and each other Finance Party.

7.       This Novation Certificate is governed by English law.


<PAGE>   98



                                  THE SCHEDULE

                      RIGHTS AND OBLIGATIONS TO BE NOVATED



[Details of the rights and obligations of the Existing Bank to be novated].

[NEW BANK]

[Facility Office                                     Address for notices]

[Existing Bank]                         [New Bank]

By:                                     By:

Date:                                   Date:


[                  ]
as Facility Agent

By:

Date:


<PAGE>   99



                                     PART II

                          BORROWER ACCESSION AGREEMENT

To:      HSBC Investment Bank plc as Facility Agent

From:    [PROPOSED BORROWER] and GETTY IMAGES, INC.

                                                                [Date]

                    GETTY IMAGES, INC. UP TO U.S.$100,000,000
                       REVOLVING CREDIT FACILITY AGREEMENT
                               DATED OCTOBER, 1999
                            (THE "CREDIT AGREEMENT")

Terms used herein which are defined in the Credit Agreement shall have the same
meaning herein as in the Credit Agreement.

We refer to Clause 17.1 (Additional Borrowers).

We, [Name of company] of [Registered Office] (Registered no. [ ] agree to become
party to and to be bound by the terms of the Credit Agreement as an Additional
Borrower in accordance with Clause 17.1 (Additional Borrowers).

The address for notices of the Additional Borrower for the purposes of Clause
34.2 (Addresses for notices) is:

[                          ]


This Agreement is governed by English law.

[ADDITIONAL BORROWER]

By:

GETTY IMAGES, INC.

By:

[Facility Agent]

By:


<PAGE>   100



                                    PART III

                          GUARANTOR ACCESSION AGREEMENT

To:      HSBC Investment Bank plc as Facility Agent

From:    [PROPOSED GUARANTOR]
                                                            Date: [        ]


                    GETTY IMAGES, INC. UP TO U.S.$100,000,000
                       REVOLVING CREDIT FACILITY AGREEMENT
                               DATED OCTOBER, 1999
                            (THE "CREDIT AGREEMENT")

Terms used herein which are defined in the Credit Agreement shall have the same
meaning herein as in the Credit Agreement.

We refer to Clause 17.2 (Additional Guarantors).

We, [name of company] of [Registered Office] (Registered no. [ ]) agree to
become party to and to be bound by the terms of the Credit Agreement as an
Additional Guarantor in accordance with Clause 17.2 (Additional Guarantors).

Our address for notices for the purposes of Clause 34.2 (Addresses for notices)
is:

[                     ]

This Deed is governed by English law.


[EXECUTION AS A DEED
BY PROPOSED GUARANTOR]

GETTY IMAGES, INC.

By:

[Facility Agent]

By:


<PAGE>   101



                                   SCHEDULE 6

                               SECURITY DOCUMENTS


1.       Security over the shares of each of:

         Art.Com, Inc
         Photodisc, Inc.
         Eyewire, Inc.
         Tony Stone Images/America Inc.
         Tony Stone Images/Los Angeles Inc.
         Tony Stone Images/Chicago Inc.
         Tony Stone Images/New York Inc.
         Tony Stone Images/Seattle Inc.
         Tri-Energy Productions Inc.
         Liason Agency Inc
         Getty Images Limited
         Getty Communications Group Finance Limited
         Allsport Photographic Ltd
         Getty Communications Limited
         3032097 Nova Scotia Limited
         Hulton Getty Holdings Limited

2.       Debenture or general business charge from:

         Getty Images Inc
         PhotoDisc, Inc
         Art.Com, Inc.
         Eyewire, Inc
         Tony Stone Images/America Inc.
         Tony Stone Images/Chicago Inc.
         Tony Stone Images/New York Inc.
         Tony Stone Images/Los Angeles Inc.
         3032097 Nova Scotia Limited
         Getty Communications Group Finance Limited
         Getty Communications Limited
         Getty Images Limited


3.       Charge over trademarks (U.S. law) from:

         Getty Communications Limited
         Getty Images Limited




<PAGE>   102



                                   SCHEDULE 7

                        CALCULATION OF THE MANDATORY COST


(a)      For the purpose of the definition of Mandatory Cost, the Mandatory Cost
         for an Advance for each of its Terms is the rate determined by the
         Facility Agent to be equal to the arithmetic mean (rounded upward, if
         necessary, to four decimal places/the nearest 1/16th of one per cent.)
         of the respective rates notified by each of the Reference Banks to the
         Facility Agent and calculated in accordance with the following
         formulae:

         in relation to an Advance denominated in Sterling:

         BY + S(Y-Z) + F x 0.01 % per annum = Mandatory Cost
         ----------------------
               100-(B + S)

         in relation to any other Advance:

         F x 0.01 % per annum = Mandatory Cost
         --------
            300

         where on the day of application of the formula:

         B        is the percentage of the Reference Bank's eligible liabilities
                  (in excess of any stated minimum) which the Bank of England
                  requires the Reference Bank to hold on a non-interest-bearing
                  deposit account in accordance with its cash ratio
                  requirements;

         Y        is LIBOR at or about 11.00 a.m. on that day for the relevant
                  Interest Period;

         S        is the percentage of the Reference Bank's eligible liabilities
                  which the Bank of England requires the Reference Bank to place
                  as a special deposit;

         Z        is the interest rate per annum allowed by the Bank of England
                  on special deposits; and

         F        is the charge payable by the Reference Bank to the Financial
                  Services Authority under paragraph 2.02 or 2.03 (as
                  appropriate) of the Fees Regulations but where for this
                  purpose, the figure in paragraph 2.02b and 2.03b will be
                  deemed to be zero expressed in pounds per (pound)1 million of
                  the fee base of the Reference Bank.

(b)      For the purposes of this Schedule 7:

         (i)      "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" have the
                  meanings given to them by the Bank of England at the time of
                  application of the formula by the Bank of England; and

         (ii)     "FEE BASE" has the meaning given to it in the Fees
                  Regulations;

                  (iii) "FEES REGULATIONS" means the Banking Supervision (Fees)
                  Regulations 1998 and/or any other regulations governing the
                  payment of fees for banking supervision.


<PAGE>   103

(c)      In the application of the formula, B, Y, S and Z are included in the
         formula as figures and not as percentages, e.g. if B = 0.5% and
         Y = 15%, BY is calculated as 0.5 x 15.

(d)      If a Reference Bank does not supply a rate to the Agent, the applicable
         Mandatory Cost will be determined on the basis of the rate(s) supplied
         by the remaining Reference Banks.

(e)      (i)      Each formula is applied on the first day of each Term.

         (ii)     Each rate calculated in accordance with the formula is, if
                  necessary, rounded upward to four decimal places/the nearest
                  1/16th of one per cent..

(f)      If the Facility Agent determines that a change in circumstances has
         rendered, or will render, the formulae inappropriate, the Facility
         Agent (after consultation with the Banks) shall notify the Parent of
         the manner in which the Mandatory Cost will subsequently be calculated.
         The manner of calculation so notified by the Agent shall, in the
         absence of manifest error, be binding on all the Parties.



<PAGE>   104



                                   SCHEDULE 8

                              MATERIAL SUBSIDIARIES




         Getty Images Inc
         PhotoDisc, Inc
         Tony Stone Images/America Inc.
         Tony Stone Images/Chicago Inc.
         Tony Stone Images/New York Inc.
         Tony Stone Images/Los Angeles Inc.
         3032097 Nova Scotia Limited
         Eyewire, Inc
         Art.Com, Inc.
         Getty Communications Group Finance Limited
         Getty Communications Limited
         Getty Images Limited
         Allsport (UK) Limited








<PAGE>   105



                                   SCHEDULE 9


                 REPAYMENT OF EXISTING REVOLVING CREDIT FACILITY

   AMOUNT TO BE REPAID                                         ROLL-OVER DATE
           US$

        3,000,000                                                 29.10.99

        5,000,000                                                 29.10.99

       10,000,000                                                 29.10.99

        2,000,000                                                 01.11.99





<PAGE>   106



                                   SIGNATORIES

ORIGINAL BORROWER

GETTY IMAGES, INC.
As Original Borrower and Original Guarantor


By:               Jonathan Klien

EYEWIRE, INC.
As Original Borrower and Original Guarantor


By:              Bradley Zumwalt


PHOTODISC, INC.
As Original Borrower and Original Guarantor


By:               Jonathan Klien


ART.COM, INC.
As Original Borrower and Original Guarantor


By:              Jonathan Klien


TONY STONE IMAGES/AMERICA INC.
As Original Borrower and Original Guarantor



By:               Jonathan Klien


TONY STONE IMAGES/CHICAGO, INC
As Original Borrower and Original Guarantor


By:               Jonathan Klien


TONY STONE IMAGES/NEW YORK, INC
As Original Borrower and Original Guarantor

<PAGE>   107

By:               Jonathan Klien


TONY STONE IMAGES/LOS ANGELES, INC
As Original Borrower and Original Guarantor



By:               Jonathan Klien



GETTY COMMUNICATIONS LIMITED
As Original Borrower and Original Guarantor



By:               Jonathan Klien



GETTY COMMUNICATIONS GROUP FINANCE LIMITED
As Original Borrower and Original Guarantor



By:               Jonathan Klien


GETTY IMAGES LIMITED
As Original Borrower and Original Guarantor



By:               Jonathan Klien



ORIGINAL GUARANTOR

3032097 NOVA SCOTIA LIMITED
As Original Guarantor

By:               Jonathan Klien



ARRANGER

HSBC INVESTMENT BANK plc

<PAGE>   108

By:               M.T. Nickell



ORIGINAL BANK

HSBC BANK plc

By:      Graham Boyd



FACILITY AGENT

HSBC INVESTMENT BANK plc

By:      M. T. Nickell


SECURITY AGENT

HSBC INVESTMENT BANK plc

By:      M. T. Nickell



OVERDRAFT BANK

HSBC BANK plc

By:      Graham Boyd


<PAGE>   109






                                                CONFORMED COPY INCORPORATING ALL
                                             AMENDMENTS AS AT 3RD DECEMBER, 1999



                                CREDIT AGREEMENT


                            DATED 25th October, 1999



                             Up to U.S.$100,000,000



                            REVOLVING CREDIT FACILITY

                                     Between

                               GETTY IMAGES, INC.
                             and others as Borrowers
                                and/or Guarantors

                            HSBC INVESTMENT BANK plc
                                   as Arranger

                                    THE BANKS

                            HSBC INVESTMENT BANK plc
                                as Security Agent

                            HSBC INVESTMENT BANK plc
                                as Facility Agent

                                       and

                                  HSBC Bank plc
                                as Overdraft Bank


             THIS IS DESIGNATED SENIOR INDEBTEDNESS FOR THE PURPOSES
                 OF THE 4.75% CONVERTIBLE SUBORDINATED NOTES DUE
                        2003 ISSUED BY GETTY IMAGES INC.





                                  ALLEN & OVERY
                                     London
                                   BK:701106.1

<PAGE>   110

                                     INDEX

<TABLE>
<CAPTION>
CLAUSE                                                                                                     PAGE
<C>                                                                                                         <C>
1.       Interpretation.......................................................................................1
2.       The Facilities......................................................................................19
3.       Purpose.............................................................................................22
4.       Conditions Precedent................................................................................22
5.       Drawdown............................................................................................23
6.       Repayment...........................................................................................24
7.       Prepayment and Cancellation.........................................................................24
8.       Interest............................................................................................26
9.       Optional Currencies.................................................................................28
10.      Payments............................................................................................28
11.      Taxes...............................................................................................30
12.      Market Disruption...................................................................................33
13.      Increased Costs.....................................................................................34
14.      Illegality..........................................................................................36
15.      Mitigation..........................................................................................36
16.      Guarantee...........................................................................................37
17.      Additional Borrowers, Guarantors and Security.......................................................40
18.      Representations and Warranties......................................................................43
19.      Undertakings........................................................................................50
20.      Financial Covenants.................................................................................63
21.      Default.............................................................................................65
22.      The Agents and The Arranger.........................................................................71
23.      Fees................................................................................................76
24.      Expenses............................................................................................78
25.      Indemnities.........................................................................................78
26.      Evidence and Calculations...........................................................................79
27.      Amendments and Waivers..............................................................................79
28.      Changes to the Parties..............................................................................81
29.      Disclosure of Information...........................................................................83
30.      Set-Off.............................................................................................84
31.      Pro-Rata Sharing....................................................................................85
32.      Severability........................................................................................86
33.      Counterparts........................................................................................86
34.      Notices.............................................................................................86
35.      Jurisdiction........................................................................................87
36.      Governing Law.......................................................................................88
37.      Senior Indebtedness/Designated Senior Indebtedness..................................................88
</TABLE>


<PAGE>   111



<TABLE>
<CAPTION>
SCHEDULES                                                                                                  PAGE

<C>                                                                                                         <C>
1.       Various Parties.....................................................................................89
         Part I - Original Borrower..........................................................................89
         Part II - Original Guarantors.......................................................................90
2.       Banks and Commitments...............................................................................91
3.       Part I - Conditions Precedent Documents to Signing..................................................92
         Part 1A - Further Conditions Precedent..............................................................94
         Part II - Conditions Precedent Documents on Borrower or Guarantor Accession.........................95
4.       Form of Request.....................................................................................96
5.       Forms of Accession Documents........................................................................97
         Part I - Novation Certificate.......................................................................97
         Part II - Borrower Accession Agreement..............................................................99
         Part III - Guarantor Accession Agreement...........................................................100
6.       Security Documents.................................................................................101
7.       Calculation of the Mandatory Cost..................................................................102
8.       Material Subsidiaries..............................................................................104
9.       Repayment of Existing Revolving Credit Facility....................................................105

SIGNATORIES.................................................................................................106
</TABLE>


Source: OneCLE Business Contracts.