AMENDMENT ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ dated as of December 27, 1996, between OMNICOM FINANCE
INC., a corporation duly organized and validly existing under the laws of the
State of Delaware ("OFI"), and OMNICOM FINANCE LIMITED, a corporation duly
organized and validly existing under the laws of England (the "OFL" and,
together with OFI, individually, a "Borrower" and, collectively, the
"Borrowers"); each of the lenders that is a signatory hereto (individually, a
"Bank" and, collectively, the "Banks"); ABN AMRO BANK N.V., NEW YORK BRANCH,
acting as the maker of Swingline Loans (the "Swingline Lender") and ABN AMRO
BANK N.V., NEW YORK BRANCH, as agent for the Banks (in such capacity, together
with its successors in such capacity, the "Administrative Agent").
The Borrowers, the Banks, the Swingline Lender and the Administrative Agent
are parties to a Credit Agreement dated as of May 10, 1996 (as heretofore
modified and supplemented and in effect on the date hereof, the "Credit
Agreement"), providing, subject to the terms and conditions thereof, for
extensions of credit (by making of loans and issuing letters of credit) to be
made by said Banks to the Company in an aggregate principal or face amount not
exceeding $360,000,000. The Company, the Banks, the Swingline Lender and the
Administrative Agent wish to amend the Credit Agreement in certain respects, and
accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No.
1, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective as of the date hereof, the
Credit Agreement shall be amended as follows:
2.01. References in the Credit Agreement (including references to the
Credit Agreement as amended hereby) to "this Agreement" (and indirect references
such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be
references to the Credit Agreement as amended hereby.
2.02. Section 6.03 of the Credit Agreement is hereby amended to read in its
entirety as follows:
"At the time of each Credit Event (other than a Credit Event the
proceeds of which are applied exclusively to the payment of Unpaid Drawings
incurred on the date of such Credit Event) and also after giving effect
thereto (i) there
Amendment No. 1
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shall exist no Default and (ii) all representations and warranties
contained herein or in the other Credit Documents (except, after the date
hereof, the third sentence of Section 6(e) of the Guaranty) shall be true
and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
Credit Event, other than representations and warranties stated to be
correct as of a date certain which shall have been true and correct in all
material respects on such date certain."
2.03. Exhibit A-1 to the Credit Agreement is hereby amended to read in its
entirety as Exhibit A-1 hereto.
Section 3. Representations and Warranties. The Company represents and
warrants to the Banks that the representations and warranties set forth in
Section 7 of the Credit Agreement are true and complete on the date hereof as if
made on and as of the date hereof and as if each reference in said Section 7 to
"this Agreement" included reference to this Amendment No. 1.
Section 4. Conditions Precedent. As provided in Section 2 above, the
amendments to the Credit Agreement set forth in said Section 2 shall become
effective, as of the date hereof, when this Amendment No. 1 shall have been
executed and delivered by each of the parties hereto and the Guarantor shall
have consented hereto by signing at the place below indicated.
Section 5. Miscellaneous. Except as herein provided, the Credit Agreement
shall remain unchanged and in full force and effect. This Amendment No. 1 may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same amendatory instrument and any of the parties hereto
may execute this Amendment No. 1 by signing any such counterpart. This Amendment
No. 1 shall be governed by, and construed in accordance with, the law of the
State of New York.
Amendment No. 1
- 3 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed and delivered as of the day and year first above written.
OMNICOM FINANCE INC.
By _________________________
Title:
OMNICOM FINANCE LIMITED
By _________________________
Title:
BANKS
THE CHASE MANHATTAN BANK
By__________________________
Title:
THE NORTHERN TRUST COMPANY
By__________________________
Title:
SOCIETE GENERALE
By__________________________
Title:
ABN AMRO BANK N.V., NEW YORK BRANCH
By__________________________
Title:
By__________________________
Title:
Amendment ▇▇. ▇
- ▇ -
▇▇▇▇▇▇▇▇, N.A.
By__________________________
Title:
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By__________________________
Title:
By__________________________
Title:
MARINE MIDLAND BANK
By__________________________
Title:
BANK OF AMERICA NATIONAL TRUST AND
BANKING ASSOCIATION
By__________________________
Title:
THE FUJI BANK, LIMITED
By__________________________
Title:
MELLON BANK, N.A.
By__________________________
Title:
Amendment ▇▇. ▇
- ▇ -
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, NEW YORK
BRANCH
By__________________________
Title:
By__________________________
Title:
WACHOVIA BANK OF GEORGIA, N.A.
By__________________________
Title:
WESTPAC BANKING CORPORATION
By__________________________
Title:
ABN AMRO BANK N.V., NEW YORK
BRANCH, as Administrative Agent
By__________________________
Title:
Acknowledgment and Consent:
OMNICOM GROUP INC.
By_________________________
Name:
Amendment No. 1
EXHIBIT A-1
NOTICE OF BORROWING
[Date]
ABN AMRO Bank N.V., New York Branch
as Administrative Agent for the Banks
party to the Credit
Agreement referred to below
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: __________________________
Ladies and Gentlemen:
The undersigned, [Omnicom Finance Inc.][Omnicom Finance Limited], refers to
the Credit Agreement dated as of May 10, 1996 (as amended from time to time, the
"Credit Agreement", the terms defined therein being used herein as therein
defined), among the Borrowers referred to therein (including the undersigned),
certain Banks party thereto and ABN AMRO Bank N.V., New York Branch, as maker of
Swingline Loans referred to therein, as Letter of Credit Issuer and as
Administrative Agent for such Banks and hereby gives you notice, irrevocably,
pursuant to Section 2.03 of the Credit Agreement, that the undersigned hereby
requests a Borrowing under the Credit Agreement, and in that connection sets
forth below the information relating to such Borrowing (the "Proposed
Borrowing") as required by Section 2.03 of the Credit Agreement:
(i) The Business Day of the Proposed Borrowing is ___________, 19_
(ii) The aggregate principal amount of the Proposed Borrowing is
$_________________.
(iii) The Proposed Borrowing is to consist of [Base Rate Loans] [Eurodollar
Rate Loans].
(iv) The Proposed Borrowing is to be of [Tranche A] [Tranche B] Loans.
1[(iv) The initial Interest Period for the Proposed Borrowing is ____
months.]
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1 To be included for a Proposed Borrowing of Eurodollar Rate Loans.
Amendment No. 1
EXHIBIT A-1
Page 2
The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the Proposed Borrowing:
[(A) The representations and warranties contained in Section 7 of the
Credit Agreement are correct, before and after giving effect to the
Proposed Borrowing and to the application of the proceeds thereof, as
though made on and as of such date.]
[(B) No Default or Event of Default has occurred and is continuing, or
would result from such Proposed Borrowing or from the application of the
proceeds thereof.]
[(C) The proceeds of the Proposed Borrowing will be applied
exclusively to the payment of Unpaid Drawings incurred on the date of such
Proposed Borrowing.]
Very truly yours,
[OMNICOM FINANCE INC.][OMNICOM FINANCE
LIMITED]
By____________________
Title:
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Either clauses (A) and (B) or clause (C) must be included; provided, that clause
(B) must be included with clause (C) if the Proposed Borrowing is of a
Eurodollar Rate Loan.
Amendment No. 1
