Exhibit 99.2
EXECUTION COUNTERPART
AMENDMENT NO. 2 TO THE GUARANTY
AMENDMENT NO. 2 dated as of April 25, 2002, between OMNICOM GROUP INC., a
corporation organized and existing under the laws of the State of New York (the
"Guarantor"); each of the financial institutions that is a signatory hereto
(individually, a "Bank" and, collectively, the "Banks"); 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 Guarantor has entered into an Amended and Restated Guaranty dated as
of February 20, 1998 (as heretofore modified and supplemented and in effect on
the date hereof, the "Guaranty"), providing, subject to the terms and conditions
thereof, for the guarantee of payment of certain obligations arising out of or
in connection with, among other things, the Amended and Restated Credit
Agreement dated as of February 20, 1998, as amended by Amendment No. 1 dated as
of July 7, 2000 (the "Credit Agreement") between Omnicom Finance Inc., Omnicom
Capital Inc. and Omnicom Finance PLC, the Banks and the Administrative Agent.
The Guarantor, the Banks and the Administrative Agent wish to amend the Guaranty
in certain respects, and accordingly, the parties hereto hereby agree as
follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No.
2, terms defined in the Guaranty are used herein as defined therein.
Section 2. Amendments. Subject to the receipt by the Administrative Agent
of counterparts of this Amendment No. 2, duly executed and delivered by the
Guarantor, the Administrative Agent and the Required Banks, but effective as of
the date hereof, the Guaranty shall be amended as follows:
2.01. References. References in the Guaranty (including references to the
Guaranty as amended hereby) to "this Guaranty" (and indirect references such as
"hereunder", "hereby", "herein" and "hereof") shall be deemed to be references
to the Guaranty as amended hereby.
2.02. Liens. Section 7(i) of the Guaranty is amended by deleting the "and"
at the and of clause (viii) thereof, replacing the period at the end of clause
(ix) thereof with a semi-colon followed by the word "and", and adding a new
clause (x) at the end thereof to read as follows:
(x) Liens securing Indebtedness permitted by Section 7(l)(vii),
provided that the aggregate principal amount of such secured Indebtedness
shall not exceed 15% of Consolidated Net Worth at any time.
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Section 3. Representations and Warranties. The Guarantor represents and
warrants to the Banks as of the date hereof that the representations and
warranties set forth in Section 6 of the Guaranty (other than the third sentence
of Section 6(e) of the Guaranty) are true and correct on and as of the date
hereof as though made on and as of the date hereof (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 6 to "this Guaranty" included reference to this Amendment No. 2.
Section 4. Confirmation of Guaranty. The Guarantor hereby confirms and
agrees that the obligations of the Borrowers, or any of them, under the Credit
Agreement are entitled to all the benefits of the Guaranty, and that all
obligations of the Borrowers, or any of them, under the Credit Agreement shall
constitute "Guaranteed Obligations", as defined under, and for all purposes of,
the Guaranty and that all references in the Guaranty to the "Credit Agreement"
(including indirect references) shall be deemed to be references to the Credit
Agreement.
Section 5. Miscellaneous. Except as herein provided, the Guaranty shall
remain unchanged and in full force and effect. This Amendment No. 2 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. 2 by signing any such counterpart. This Amendment
No. 2 shall be governed by, and construed in accordance with, the law of the
State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be duly executed and delivered as of the day and year first above written.
GUARANTOR:
OMNICOM GROUP INC.,
as Guarantor
By: /s/ Dennis E. Hewitt
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Name: Dennis E. Hewitt
Title: Treasurer
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ADMINISTRATIVE AGENT
ABN AMRO BANK N.V., NEW YORK
BRANCH, as Administrative Agent
By: /s/ Thomas Rogers
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Name: Thomas Rogers
Title: Group Vice President
By: /s/ Bryan Matthews
-------------------------------
Name: Bryan Matthews
Title: Corporate Banking Officer
BANKS
ABN AMRO BANK N.V., NEW YORK BRANCH
By: /s/ Thomas Rogers
-------------------------------
Name: Thomas Rogers
Title: Group Vice President
By: /s/ Bryan Matthews
-------------------------------
Name: Bryan Matthews
Title: Corporate Banking Officer
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JPMORGAN CHASE BANK
By: /s/ William E. Rottino
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Name: William E. Rottino, CFA
Title: Vice President
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THE NORTHERN TRUST COMPANY
By: /s/ Russ Rockenbach
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Name: Russ Rockenbach
Title: Vice President
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SOCIETE GENERALE, NEW YORK BRANCH
By: /s/ Elaine Khalil
-------------------------------
Name: Elaine Khalil
Title: Director
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CITIBANK, N.A.
By: /s/ Carolyn A. Kee
-------------------------------
Name: Carolyn A. Kee
Title: Vice President
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DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: _________________________
Name:
Title:
By: _________________________
Name:
Title:
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HSBC BANK USA
By: /s/ Johan Sorensson
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Name: Johan Sorensson
Title: First Vice President
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BANK OF AMERICA, N.A.
By: _________________________
Name:
Title:
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THE BANK OF NEW YORK
By: /s/ Kenneth P. Sneider, Jr.
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Name: Kenneth P. Sneider, Jr.
Title: Vice President
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MELLON BANK, N.A.
By: /s/ Maria N. Sisto
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Name: Maria N. Sisto
Title: Vice President
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SAN PAOLO IMI S.P.A
By: /s/ Carlo Persico
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Name: Carlo Persico
Title: General Manager
By: /s/ Robert Wurster
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Name: Robert Wurster
Title: Senior Vice President
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WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Daniel Evans
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Name: Daniel Evans
Title: Managing Director
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WESTPAC BANKING CORPORATION
By: /s/ Andrew Ramsay
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Name: Andrew Ramsay
Title: Vice President