Exhibit 10.3
[Execution Copy]
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OMNICOM FINANCE INC., OMNICOM FINANCE PLC, and
OMNICOM CAPITAL INC.,
as Borrowers
SECOND AMENDED AND RESTATED
364-DAY CREDIT AGREEMENT
Dated as of April 30, 1999,
Amended and Restated as of April 27, 2000, and
Amended and Restated as of July 31, 2000
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$1,000,000,000
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SALOMON SMITH BARNEY INC.,
as Lead Arranger
CITIBANK, N.A.,
as Administrative Agent
THE BANK OF NOVA SCOTIA
and
BANK ONE, NA,
as Co-Documentation Agents
and
SAN PAOLO IMI SPA,
as Syndication Agent
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SECOND AMENDMENT AND RESTATEMENT (this "Second Amendment and
Restatement") dated as of July 31, 2000 of the 364-Day Credit Agreement referred
to below, among: OMNICOM FINANCE INC., a corporation organized and existing
under the laws of Delaware ("OFI"); OMNICOM FINANCE PLC (formerly, Omnicom
Finance Limited), a corporation organized and existing under the laws of England
and Wales ("OFL"); OMNICOM CAPITAL INC., a corporation organized and existing
under the laws of Connecticut ("OCI" and, together with OFI and OFL, each a
"Borrower", and collectively, the "Borrowers" ); OMNICOM GROUP, INC. (the
"Guarantor"); each of the financial institutions listed in Schedule I hereto
(each a "Bank", and collectively the "Banks") and CITIBANK, N.A., as
administrative agent for the Banks (in such capacity, together with its
successors in such capacity, the "Administrative Agent"); SALOMON SMITH BARNEY
INC., as lead arranger; THE BANK OF NOVA SCOTIA and BANK ONE, NA, as
co-documentation agents (the "Co-Documentation Agents"); and SAN PAOLO IMI SPA,
as syndication agent (the "Syndication Agent", and collectively, together with
the Administrative Agent and the Co-Documentation Agents, the "Agents").
OFI, OFL, certain of the Banks and the Agents are parties to a
364-Day Credit Agreement, dated as of April 30, 1999 and, together with OCI, are
party to a subsequent Amended and Restated 364-Day Credit Agreement, dated as of
April 27, 2000 (as in effect immediately prior to the effectiveness of this
Second Amendment and Restatement pursuant to Section 4 hereof, the "Existing
Credit Agreement"), providing, subject to the terms and conditions thereof, for
extensions of credit (by the making of loans) by the Banks to the Borrowers in
an aggregate principal amount not exceeding $750,000,000 at any one time
outstanding. The Borrowers, the Banks signatory hereto and the Agents wish to
amend and restate the Existing Credit Agreement and to increase the Commitments
of the Banks thereunder to an aggregate principal amount not exceeding
$1,000,000,000 at any one time outstanding; and accordingly, the parties hereto
hereby agree to amend the Existing Credit Agreement in certain respects as set
forth herein and to restate the Existing Credit Agreement as so amended (the
Existing Credit Agreement as so amended and restated, the "Second Amended and
Restated Credit Agreement"):
Section 1. Definitions. Except as otherwise defined herein, terms
defined in the Existing Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 of this Second Amendment and Restatement, but
effective on the Effective Date (as defined below), (i) the Existing Credit
Agreement is hereby amended as set forth below, and (ii) the Existing Credit
Agreement is restated to read in its entirety as set forth in the Existing
Credit Agreement, which is hereby incorporated herein by reference, with the
amendments set forth below:
A. References in the Existing Credit Agreement to "this Agreement"
(and indirect references such as "hereunder", "hereby", "herein" and
"hereof") shall be deemed to be references to the Second Amended and
Restated Credit Agreement.
B. Section 1.01 of the Existing Credit Agreement shall be amended by
adding the following new definitions (to the extent not already included
in said Section 1.01) and inserting the same in the appropriate
alphabetical locations and amending the following
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
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definitions (to the extent already included in said Section 1.01) to read
in their entirety as follows:
"Commitment" shall mean, for each Bank, the amount set forth
opposite such Bank's name in Schedule I to the Second Amended and
Restated Credit Agreement, as the same may be (x) reduced from time
to time pursuant to Section 4.02 and/or Section 10 and/or (y)
adjusted from time to time as a result of assignments to or from
such Bank pursuant to Section 12.04(b).
"Guaranty Amendment No. 1" shall mean, Amendment No. 1, dated
as of April 27, 2000, to the Guaranty dated as of April 30, 1999,
made by the Guarantor in favor of the Banks in respect of the
Guaranteed Obligations (as such term is defined therein).
"Second Amended and Restated Credit Agreement" shall mean this
Agreement as amended and restated by the Second Amendment and
Restatement dated as of July 31, 2000 among the Borrowers, the
Guarantor, the Banks signatory thereto and the Agents.
C. Section 4.04 of the Existing Credit Agreement shall be deleted in
its entirety and replaced with the following:
"4.04. [Intentionally omitted]"
D. Schedule I of the Existing Credit Agreement is deleted in its
entirety and replaced with the schedule set forth in Schedule I to this
Second Amendment and Restatement.
Section 3. Representations and Warranties. Each Borrower (but only
OFI and OCI with respect to Section 7.09) represents and warrants to the Banks
as of the Effective Date that: (i) the representations and warranties set forth
in Section 7 of the Existing Credit Agreement are true and correct as to itself
on and as of the Effective Date as though made on and as of the Effective Date
(or, if any such representation or warranty is expressly stated to have been
made as of a specific date, as of such specific date) and as if each reference
in said Section 7 to "this Agreement" included reference to the Second Amended
and Restated Credit Agreement and (ii) no event has occurred and is continuing
that constitutes a Default or Event of Default (and the parties agree that
breach of any of the representations and warranties in this Section 3 shall
constitute an Event of Default under Section 10.02 of the Second Amended and
Restated Credit Agreement).
Section 4. Conditions to Effectiveness. The amendment and
restatement set forth in Section 2 of this Second Amendment and Restatement
shall become effective on the date (the "Effective Date") on which the
Administrative Agent shall notify the Guarantor that the following conditions
precedent have been satisfied (and the Administrative Agent shall promptly
notify the Banks of the occurrence of the Effective Date):
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
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(a) Documents. The Administrative Agent shall have received the
following documents (with sufficient copies for each Bank), each of which
shall be satisfactory to the Administrative Agent in form and substance:
(1) Execution by All Parties. Counterparts of this Second
Amendment and Restatement, duly executed and delivered by each
Borrower, the Guarantor, the Administrative Agent and each Bank and
of the Guaranty Amendment No. 1, duly executed and delivered by the
Guarantor, the Administrative Agent and each Bank.
(2) Authority and Approvals. Certified copies of resolutions
of the Board of Directors of each Borrower and of the Guarantor (or
equivalent documents) authorizing and approving this Second
Amendment and Restatement, authorizing Borrowings under the Second
Amended and Restated Credit Agreement in an aggregate principal
amount up to $1,000,000,000 at any one time outstanding, and
certified copies of all documents evidencing other necessary action
(corporate, partnership or otherwise) and governmental approvals, if
any, with respect to this Second Amendment and Restatement and the
Guaranty Amendment No. 1.
(3) Secretary's or Assistant Secretary's Certificate. A
certificate of the Secretary or an Assistant Secretary of each
Borrower and of the Guarantor, dated the Effective Date, certifying
the names and true signatures of the officers of the Borrowers and
of the Guarantor authorized to execute and deliver this Second
Amendment and Restatement, the Guaranty Amendment No. 1 and the
other documents to be delivered hereunder and attaching corporate
documentation respecting the organization, existence and good
standing of each Borrower and the Guarantor.
(4) Other Documents. Such other documents as the
Administrative Agent may reasonably request, including certificates
of officers or opinions of counsel, relating to the organization,
existence and good standing of each Borrower and the Guarantor, the
authorization of the Second Amended and Restated Credit Agreement
and the Guaranty Amendment No. 1, the enforceability of the Second
Amended and Restated Credit Agreement and the Guaranty Amendment No.
1 or other legal matters relating to the Second Amended and Restated
Credit Agreement, the Guaranty Amendment No. 1 or the transactions
contemplated thereby, all in form and substance satisfactory to the
Administrative Agent.
(b) Fees and Expenses. The Administrative Agent shall have received
evidence satisfactory to it that (i) the Borrowers and the Guarantor shall
have paid in full all fees, expenses and interest due and payable to the
Administrative Agent and the Banks under the Existing Credit Agreement,
(ii) the Guarantor shall have paid all accrued fees and expenses of the
Administrative Agent (including the reasonable fees and expenses of
counsel to the Administrative Agent) in connection with this Second
Amendment and
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
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Restatement and (iii) the Guarantor shall have paid to the Administrative
Agent for account of the Banks such up-front or other fees in connection
with the execution of this Second Amendment and Restatement as the
Guarantor and the Administrative Agent shall have agreed upon.
Section 5. Miscellaneous. Except as herein provided, the Existing
Credit Agreement shall remain unchanged and in full force and effect. This
Second Amendment and Restatement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same agreement and any
of the parties hereto may execute this Second Amendment and Restatement by
signing any such counterpart. This Second Amendment and Restatement shall be
governed by, and construed in accordance with, the law of the State of New York.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Second Amendment and Restatement
as of the day and year first above written.
BORROWERS:
OMNICOM FINANCE INC.
By: /s/ Dennis E. Hewitt
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Name: Dennis E. Hewitt
Title: Treasurer
OMNICOM FINANCE PLC
By: /s/ Dennis E. Hewitt
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Name: Dennis E. Hewitt
Title: Director
By: /s/ Barry J. Wagner
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Name: Barry J. Wagner
Title:
OMNICOM CAPITAL INC.
By: /s/ Dennis E. Hewitt
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Name: Dennis E. Hewitt
Title: President
GUARANTOR:
OMNICOM GROUP INC.,
as Guarantor
By: /s/ Dennis E. Hewitt
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Name: Dennis E. Hewitt
Title: Treasurer
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
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BANKS:
CITIBANK, N.A.,
as Administrative Agent and as Bank
By: /s/ Carolyn A. Kee
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Name: Carolyn A. Kee
Title: Vice President
THE BANK OF NOVA SCOTIA
as Co-Documentation Agent and as Bank
By: /s/ John Hopmans
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Name: John Hopmans
Title: Managing Director
BANK ONE, NA (MAIN OFFICE CHICAGO)
as Co-Documentation Agent and as Bank
By: /s/ Stephen E. McDonald
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Name: Stephen E. McDonald
Title: Senior Vice President
SAN PAOLO IMI SPA
as Syndication Agent and as Bank
By: /s/ Carlo Persico
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Name: Carlo Persico
Title: D.G.M.
By: /s/ Robert Wurster
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Name: Robert Wurster
Title: 1st Vice President
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
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SCOTIABANC, INC.
By: /s/ W.J. Brown
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Name: W.J. Brown
Title: Managing Director
HSBC BANK USA
By: /s/ D.M. Zieske
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Name: D.M. Zieske
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ Bruce E. Langenkamp
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Name: Bruce E. Langenkamp
Title: Vice President
DRESDNER BANK AG,
NEW YORK & GRAND CAYMAN BRANCHES
By: /s/ Brian Schneider
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Name: Brian Schneider
Title: Assistant Vice President
By: /s/ Brian E. Haughney
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Name: Brian E. Haughney
Title: Assistant Vice President
WACHOVIA BANK, N.A.
By: /s/ William C. Christie
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Name: William C. Christie
Title: Senior Vice President
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
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FLEET BANK, N.A.
By: /s/ Thomas J. Levy
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Name: Thomas J. Levy
Title: Vice President
THE SUMITOMO BANK, LTD.
By: /s/ C. Michael Garrido
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Name: C. Michael Garrido
Title: Senior Vice President
MELLON BANK, N.A.
By: /s/ Maria N. Sisto
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Name: Maria N. Sisto
Title: Vice President
PNC BANK, N.A.
By: /s/ Donald V. Davis
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Name: Donald V. Davis
Title: Vice President
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
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SVENSKA HANDELSBANKEN
By: /s/ Abbas Sarwar
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Name: Abbas Sarwar
Title: Head of Credit
By: /s/ Peter Wylde
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Name: Peter Wylde
Title: Account Manager
THE BANK OF NEW YORK
By: /s/ Kenneth P. Sneider
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Name: Kenneth P. Sneider
Title: Vice President
U.S. BANK, NATIONAL ASSOCIATION
By: /s/ Thomas W. Cherry
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Name: Thomas W. Cherry
Title: Vice President
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
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SCHEDULE I
Schedule of Commitments
Lenders Commitment
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CITIBANK, N.A. $ 150,000,000.00
THE BANK OF NOVA SCOTIA/ SCOTIABANC, INC. $ 100,000,000.00
BANK ONE, NA (MAIN OFFICE CHICAGO) $ 100,000,000.00
DRESDNER BANK AG, NEW YORK $ 85,000,000.00
& GRAND CAYMAN BRANCHES
SAN PAOLO IMI S.p.A. $ 70,000,000.00
FLEET BANK, N.A. $ 65,000,000.00
HSBC BANK USA $ 65,000,000.00
THE CHASE MANHATTAN BANK $ 60,000,000.00
WACHOVIA BANK, N.A. $ 60,000,000.00
SVENSKA HANDELSBANKEN $ 55,000,000.00
PNC BANK, N.A. $ 50,000,000.00
THE SUMITOMO BANK, LTD. $ 50,000,000.00
MELLON BANK, N.A. $ 40,000,000.00
U.S. BANK, NATIONAL ASSOCIATION $ 30,000,000.00
THE BANK OF NEW YORK $ 20,000,000.00
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TOTAL $1,000,000,000.00
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
