{"id":40872,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/364-day-credit-agreement-omnicom-finance-inc-omnicom-finance.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"364-day-credit-agreement-omnicom-finance-inc-omnicom-finance","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/364-day-credit-agreement-omnicom-finance-inc-omnicom-finance.html","title":{"rendered":"364-Day Credit Agreement &#8211; Omnicom Finance Inc., Omnicom Finance PLC, Omnicom Capital Inc., Salomon Smith Barney Inc., Citibank NA, Bank of Nova Scotia, Chase Manhattan Bank and Sanpaolo Imi SpA"},"content":{"rendered":"<pre>\n=======================================================================\n\n                 OMNICOM FINANCE INC., OMNICOM FINANCE PLC, and\n                              OMNICOM CAPITAL INC.,\n                                  as Borrowers\n\n                           THIRD AMENDED AND RESTATED\n                            364-DAY CREDIT AGREEMENT\n\n                           Dated as of April 30, 1999,\n\n                 Amended and Restated as of April 27, 2000, and\n                  Amended and Restated as of July 31, 2000, and\n                    Amended and Restated as of April 26, 2001\n\n                           SALOMON SMITH BARNEY INC.,\n                        as Lead Arranger and Book Runner\n\n                                 CITIBANK, N.A.,\n                             as Administrative Agent\n\n                            THE BANK OF NOVA SCOTIA,\n                             as Documentation Agent\n\n                                       and\n\n                            THE CHASE MANHATTAN BANK,\n                              FLEET NATIONAL BANK,\n                                       and\n                              SANPAOLO IMI S.p.A.,\n                              as Syndication Agents\n\n=======================================================================\n\n\n\n\n\n\nTHIRD AMENDMENT AND RESTATEMENT (this \"Third Amendment and\nRestatement\") dated as of April 26, 2001 of the 364-Day Credit \nAgreement referred to below, among: OMNICOM FINANCE INC., a corporation \norganized and existing under the laws of Delaware (\"OFI\"); OMNICOM \nFINANCE PLC (formerly, Omnicom Finance Limited), a corporation \norganized and existing under the laws of England and Wales (\"OFL\"); \nOMNICOM CAPITAL INC., a corporation organized and existing under the \nlaws of Connecticut (\"OCI\" and, together with OFI and OFL, each a \n\"Borrower\", and collectively, the \"Borrowers\" ); OMNICOM GROUP INC. \n(the \"Guarantor\"); each of the financial institutions listed in \nSchedule I hereto (each a \"Bank\", and collectively the \"Banks\") and \nCITIBANK, N.A., as administrative agent for the Banks (in such \ncapacity, together with its successors in such capacity, the \n\"Administrative Agent\"); SALOMON SMITH BARNEY INC., as lead arranger \nand book runner; THE BANK OF NOVA SCOTIA, as documentation agent (the \n\"Documentation Agent\"); and THE CHASE MANHATTAN BANK, FLEET NATIONAL \nBANK and SANPAOLO IMI S.p.A., as syndication agents (the \"Syndication \nAgents\", and collectively, together with the Administrative Agent\nand the Documentation Agent, the \"Agents\").\n\nOFI, OFL, certain of the Banks and the Agents are parties to a\n364-Day Credit Agreement, dated as of April 30, 1999 and, together with \nOCI, are party to a subsequent Amended and Restated 364-Day Credit \nAgreement, dated as of April 27, 2000 and a Second Amended and Restated \nCredit Agreement dated as of July 31, 2000 (as in effect immediately \nprior to the effectiveness of this Third Amendment and Restatement \npursuant to Section 4 hereof, the \"Existing Credit Agreement\"), \nproviding, subject to the terms and conditions thereof, for extensions \nof credit (by the making of loans) by the Banks to the Borrowers in\nan aggregate principal amount not exceeding $1,000,000,000 at any one \ntime outstanding. The Borrowers, the Banks signatory hereto and the \nAgents wish to amend and restate the Existing Credit Agreement to \nextend the Commitment Termination Date (as defined in the Existing \nCredit Agreement) for an additional 364 days; and the bank identified \nunder the heading \"ADDITIONAL BANK\" on the signature pages hereto \nwishes to become party to the Existing Credit Agreement pursuant to \nthis Third Amendment and Restatement and undertake a Commitment, as\nof the Existing Commitment Termination Date (as defined in the Existing \nCredit Agreement), in the amount specified opposite such bank's name \non Schedule I to this Third Amendment and Restatement. Accordingly, \nthe parties hereto hereby agree to amend the Existing Credit Agreement \nin certain respects as set forth herein and to restate the Existing \nCredit Agreement as so amended (the Existing Credit Agreement as so \namended and restated, the \"Third Amended and Restated Credit Agreement\"):\n\nSection 1. Definitions. Except as otherwise defined herein, terms defined\nin the Existing Credit Agreement are used herein as defined therein.\n\nSection 2. Amendments. Subject to the satisfaction of the conditions\nprecedent specified in Section 4 of this Third Amendment and Restatement, but\neffective on the Effective Date (as defined below), (i) each of the Existing\nCredit Agreement and the Guaranty is hereby amended as set forth below, and\n(ii) the Existing Credit Agreement is restated to read in its entirety as set\nforth in the Existing Credit Agreement, which is hereby incorporated herein by\nreference, with the amendments set forth below:\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                       -2-\n\n\n            A. References in the Existing Credit Agreement to \"this Agreement\"\n      (and indirect references such as \"hereunder\", \"hereby\", \"herein\" and\n      \"hereof\") shall be deemed to be references to the Third Amended and\n      Restated Credit Agreement.\n\n            B. Section 1.01 of the Existing Credit Agreement shall be amended by\n      adding the following new definition for \"Third Amended and Restated Credit\n      Agreement\" and inserting the same in the appropriate alphabetical location\n      and by amending and restating the following definition for \"Commitment\" to\n      read in its entirety as follows:\n\n                  \"Third Amended and Restated Credit Agreement\" shall mean this\n            Agreement as amended and restated by the Amendment and Restatement\n            dated as of April 27, 2000, the Second Amendment and Restatement\n            dated as of July 31, 2000 and the Third Amendment and Restatement\n            dated as of April 26, 2001 among the Borrowers, the Guarantor, the\n            Banks signatory thereto and the Agents.\n\n                  \"Commitment\" shall mean, for each Bank, the amount set forth\n            opposite such Bank's name in Schedule I to the Third Amended and\n            Restated Credit Agreement, as the same may be (x) reduced from time\n            to time pursuant to Section 4.02 and\/or Section 10, (y) increased\n            pursuant to Section 4.04 and\/or (z) adjusted from time to time as a\n            result of assignments to or from such Bank pursuant to Section\n            12.04(b).\n\n            C. Section 4.03 of the Existing Credit Agreement is amended by\n      deleting paragraph (a) in its entirety and inserting a new paragraph (a)\n      as follows:\n\n                  \"(a) The \"Commitment Termination Date\" shall be April 25, 2002\n            or such later date to which the Commitment Termination Date has been\n            extended pursuant to this Section 4.03.\"\n\n            D. Section 4.03(b) of the Existing Credit Agreement is amended by\n      deleting the reference to \"Consent Date (as hereinafter defined)\" at the\n      end of the first sentence and replacing it with \"Existing Commitment\n      Termination Date\".\n\n            E. Section 4.03(d) of the Existing Credit Agreement is amended by\n      deleting the reference to \"Consent Date\" and replacing it with \"Existing\n      Commitment Termination Date\".\n\n            F. Section 4.04 of the Existing Credit Agreement is amended and\n      restated in its entirety to read as follows:\n\n                  \"4.04 Increase of Commitments. The Guarantor shall have the\n            right, at any time prior to the then Existing Commitment Termination\n            Date, without the consent of the Required Banks, to effect an\n            increase or increases in the Total Commitment to any amount up to\n            $1,000,000,000; provided that (i) each increase shall be in a\n            minimum amount of $1,000,000 and multiples of $1,000,000 in excess\n            thereof; (ii) no Default or Event of Default has occurred and is\n            continuing;\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -3-\n\n\n            and (iii) one or more of the existing Banks agree, but are not\n            required to agree, to increase their respective Commitments\n            hereunder and\/or one or more new banks, satisfactory to the\n            Guarantor and reasonably satisfactory to the Administrative Agent,\n            agree to provide Commitments hereunder. Notice from the Guarantor\n            requesting such increase shall be given to the Banks, with a copy to\n            the Administrative Agent, at least three Business Days before the\n            proposed effective date for such increase. An increase in the Total\n            Commitments pursuant to this Section 4.04 shall not, however, be\n            permitted if the Total Commitment shall have been reduced pursuant\n            to Section 4.02(b) during the preceding four months.\"\n\n            G. Schedule I of the Existing Credit Agreement is deleted in its\n      entirety and replaced with the schedule set forth in Schedule I to this\n      Third Amendment and Restatement.\n\n            H. Section 6(e) of the Guaranty is hereby amended by deleting the\n      first reference to \"December 31, 1998\" in the first sentence thereof and\n      replacing it with \"December 31, 2000\" and by deleting the reference to\n      \"December 31, 1998 through the date hereof\" in the third sentence thereof\n      and replacing it with \"December 31, 2000 through April 26, 2001\".\n\n      Section 3. Representations and Warranties. Each Borrower (but only OFI and\nOCI with respect to Section 7.09) represents and warrants to the Banks as of the\nEffective Date that the representations and warranties set forth in Section 7 of\nthe Existing Credit Agreement are true and correct as to itself on and as of the\nEffective Date as though made on and as of the Effective Date (or, if any such\nrepresentation or warranty is expressly stated to have been made as of a\nspecific date, as of such specific date) and as if each reference in said\nSection 7 to \"this Agreement\" included reference to the Third Amended and\nRestated Credit Agreement. The Guarantor represents and warrants to the Banks as\nof the Effective Date that the representations and warranties (after giving\neffect to the amendment in Section 2 H of this Third Amendment and Restatement)\nset forth in Section 6 of the Guaranty are true and correct as to itself on and\nas of the Effective Date as though made on and as of the Effective Date (or, if\nany such representation or warranty is expressly stated to have been made as of\na specific date, as of such specific date). Each Borrower and the Guarantor\nrepresents and warrants to the Banks as of the Effective Date that no event has\noccurred and is continuing that constitutes a Default or Event of Default (and\nthe parties agree that breach of any of the representations and warranties in\nthis Section 3 shall constitute an Event of Default under Section 10.02 of the\nThird Amended and Restated Credit Agreement).\n\n      Section 4. Conditions to Effectiveness. The amendment and restatement set\nforth in Section 2 of this Third Amendment and Restatement shall become\neffective on the date (the \"Effective Date\") on which the Administrative Agent\nshall notify the Guarantor that the following conditions precedent have been\nsatisfied (and the Administrative Agent shall promptly notify the Banks of the\noccurrence of the Effective Date):\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -4-\n\n\n            (a) Documents. The Administrative Agent shall have received the\n      following documents (with sufficient copies for each Bank), each of which\n      shall be satisfactory to the Administrative Agent in form and substance:\n\n                  (1) Execution by All Parties. Counterparts of this Third\n            Amendment and Restatement, duly executed and delivered by each\n            Borrower, the Guarantor, the Administrative Agent and each Bank (it\n            being understood and agreed that by its execution of this Third\n            Amendment and Restatement, the Guarantor confirms its obligations\n            under the Guaranty with respect to the Third Amended and Restated\n            Credit Agreement).\n\n                  (2) Notes. For Barclays Bank PLC, a Note substantially in the\n            form of Exhibit B to the Existing Credit Agreement, executed and\n            delivered by each of the Borrowers to evidence each such Bank's\n            Loans.\n\n                  (3) Other Documents. Such other documents as the\n            Administrative Agent may reasonably request, all in form and\n            substance satisfactory to the Administrative Agent.\n\n            (b) Fees and Expenses. The Administrative Agent shall have received\n      evidence satisfactory to it that (i) the Borrowers and the Guarantor shall\n      have paid in full all fees, expenses and interest due and payable to the\n      Administrative Agent and the Banks under the Existing Credit Agreement,\n      including, without limitation, all amounts due and owing to Dresdner Bank\n      AG, (ii) the Guarantor shall have paid all accrued fees and expenses of\n      the Administrative Agent (including the reasonable fees and expenses of\n      counsel to the Administrative Agent) in connection with this Third\n      Amendment and Restatement and (iii) the Guarantor shall have paid to the\n      Administrative Agent for account of the Banks such up-front or other fees\n      in connection with the execution of this Third Amendment and Restatement\n      as the Guarantor and the Administrative Agent shall have agreed upon.\n\n      Section 5. Miscellaneous. Except as herein provided, the Existing Credit\nAgreement shall remain unchanged and in full force and effect. This Third\nAmendment and Restatement may be executed in any number of counterparts, all of\nwhich taken together shall constitute one and the same agreement and any of the\nparties hereto may execute this Third Amendment and Restatement by signing any\nsuch counterpart. This Third Amendment and Restatement shall be governed by, and\nconstrued in accordance with, the law of the State of New York.\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -5-\n\n\n      IN WITNESS WHEREOF, the parties hereto have caused their duly authorized\nofficers to execute and deliver this Third Amendment and Restatement as of the\nday and year first above written.\n\n                            BORROWERS:\n\n                            OMNICOM FINANCE INC.\n\n                            By: \/s\/ Dennis E. Hewitt\n                                ------------------------\n                              Name:  Dennis E. Hewitt\n                              Title: Treasurer\n\n                            OMNICOM FINANCE PLC\n\n                            By: \/s\/ Dennis E. Hewitt\n                                ------------------------\n                              Name:  Dennis E. Hewitt\n                              Title: Director\n\n                            By: \/s\/ Barry J. Wagner\n                                ------------------------\n                              Name:  Barry J. Wagner\n                              Title: Director\n\n                            OMNICOM CAPITAL INC.\n\n                            By: \/s\/ Dennis E. Hewitt\n                                ------------------------\n                              Name:  Dennis E. Hewitt\n                              Title: President\n\n                            GUARANTOR:\n\n                            OMNICOM GROUP INC.,\n                              as Guarantor\n\n                            By: \/s\/ Dennis E. Hewitt\n                                ------------------------\n                              Name:  Dennis E. Hewitt\n                              Title: Treasurer\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -6-\n\n\n                            BANKS:\n\n                            CITIBANK, N.A.,\n                              as Administrative Agent and as Bank\n\n                            By: \/s\/ Carolyn A. Kee\n                                ------------------------\n                              Name:  Carolyn A. Kee\n                              Title: Vice President\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -7-\n\n\n                            THE BANK OF NOVA SCOTIA\n                             as Documentation Agent and as Bank\n\n                            By: \/s\/ John Campbell\n                                ------------------------\n                              Name:  John Campbell\n                              Title: Unit Head\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -8-\n\n\n                            THE CHASE MANHATTAN BANK\n                              as Syndication Agent and as Bank\n\n                            By: \/s\/ Constance M. Coleman\n                                ------------------------\n                              Name:  Constance M. Coleman\n                              Title: Vice President\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -9-\n\n\n                            FLEET NATIONAL BANK,\n                              as Syndication Agent and as Bank\n\n                            By: \/s\/ Thomas J. Levy\n                                ------------------------\n                              Name:  Thomas J. Levy\n                              Title: Vice President\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -10-\n\n\n                            SANPAOLO IMI S.p.A.\n                              as Syndication Agent and as Bank\n\n                            By: \/s\/ Carlo Persico\n                                ------------------------\n                              Name:  Carlo Persico\n                              Title: G.M.\n\n                            By: \/s\/ Robert Wurster\n                                ------------------------\n                              Name:  Robert Wurster\n                              Title: FVP\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -11-\n\n\n                            SCOTIABANC, INC.\n\n                            By: \/s\/ W.J. Brown\n                                ------------------------\n                              Name:  W.J. Brown\n                              Title: Managing Director\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -12-\n\n\n\n                            SVENSKA HANDELSBANKEN\n\n                            By: \/s\/ Paul Breakspear\n                                ------------------------\n                              Name:  Paul Breakspear\n                              Title: Account Manager\n\n                            By: \/s\/ Simon Silvester\n                                ------------------------\n                              Name:  Simon Silvester\n                              Title: Head of London Branch\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -13-\n\n\n                            HSBC BANK USA\n\n                            By: \/s\/ Diane M. Zieske\n                                ------------------------\n                              Name:  Diane M. Zieske\n                              Title: First Vice President\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -14-\n\n\n                            WACHOVIA BANK, N.A.\n\n                            By: \/s\/ Elizabeth M. Phelan\n                                ------------------------\n                              Name:  Elizabeth M. Phelan\n                              Title: Vice President\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -15-\n\n\n                            PNC BANK, NATIONAL ASSOCIATION\n\n                            By: \/s\/ Donald V. Davis\n                                ------------------------\n                              Name:  Donald V. Davis\n                              Title: Vice President\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -16-\n\n\n                            SUMITOMO MITSUI BANKING CORPORATION\n                              (formerly known as The Sumitomo Bank, Limited)\n\n                            By: \/s\/ C. Michael Garrido\n                                ------------------------\n                              Name:  C. Michael Garrido\n                              Title: Senior Vice President\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -17-\n\n\n                            MELLON BANK, N.A.\n\n                            By: \/s\/ Maria N. Sisto\n                                ------------------------\n                              Name:  Maria N. Sisto\n                              Title: Vice President\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -18-\n\n\n                            FIRSTAR BANK, NA\n\n                            By: \/s\/ Robert A. Flosbach\n                                ------------------------\n                              Name:  Robert A. Flosbach\n                              Title: Senior Vice President\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -19-\n\n\n                            BANK ONE, NA (MAIN OFFICE CHICAGO)\n\n                            By: \/s\/ Mahua G. Thakurta\n                                ------------------------\n                              Name:  Mahua G. Thakurta\n                              Title: Commercial Banking Officer\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -20-\n\n\n                            THE BANK OF NEW YORK\n\n                            By: \/s\/ Roger A. Grossman\n                                ------------------------\n                              Name:  Roger A. Grossman\n                              Title: Vice President\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -21-\n\n\n                            ADDITIONAL BANK:\n\n                            BARCLAYS BANK PLC\n\n                            By: \/s\/ Marlene Wechselblatt\n                                ------------------------\n                              Name:  Marlene Wechselblatt\n                              Title: Vice President\n\n                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n\n                                      -22-\n\n\n                                                                      SCHEDULE I\n\n                             Schedule of Commitments\n                             -----------------------\n\nLenders                                                               Commitment\n-------                                                               ----------\n\nCITIBANK, N.A.                                                      $150,000,000\n\nTHE BANK OF NOVA SCOTIA\/SCOTIABANC, INC.                            $100,000,000\n\nTHE CHASE MANHATTAN BANK                                            $100,000,000\n\nFLEET NATIONAL BANK                                                 $100,000,000\n\nSANPAOLO IMI S.p.A.                                                  $70,000,000\n\nSVENSKA HANDELSBANKEN                                                $75,000,000\n\nHSBC BANK USA                                                        $65,000,000\n\nWACHOVIA BANK, N.A.                                                  $60,000,000\n\nPNC BANK, NATIONAL ASSOCIATION                                       $50,000,000\n\nSUMITOMO MITSUI BANKING CORPORATION                                  $50,000,000\n\nMELLON BANK, N.A.                                                    $40,000,000\n\nFIRSTAR BANK, NA                                                     $30,000,000\n\nBARCLAYS BANK PLC                                                    $20,000,000\n\nBANK ONE, NA (MAIN OFFICE CHICAGO)                                   $15,000,000\n\nTHE BANK OF NEW YORK                                                 $10,000,000\n\n                                                                    ============\nTOTAL                                                               $935,000,000\n\n                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7104,8410],"corporate_contracts_industries":[9503,9415],"corporate_contracts_types":[9561,9560],"class_list":["post-40872","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-citigroup-inc","corporate_contracts_companies-omnicom-group-inc","corporate_contracts_industries-services__advertising","corporate_contracts_industries-financial__banks","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40872","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40872"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40872"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40872"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40872"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}