Exhibit 99.3
EXECUTION COUNTERPART
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
AMENDMENT NO. 2 dated as of April 25, 2002, between OMNICOM FINANCE INC.,
a corporation organized and existing under the laws of the State of Delaware
("OFI"); OMNICOM FINANCE PLC, 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 the State 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 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 Borrowers, the Banks and the Administrative Agent are parties to an
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"), 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 $500,000,000 at any one time outstanding. The Borrowers, the Banks
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.
2, terms defined in the Credit Agreement 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 each
Borrower, the Guarantor, the Administrative Agent and the Required Banks, but
effective as of the date hereof, the Credit Agreement shall be amended as
follows:
2.01. References. 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. Default Under Other Agreements. Section 10.04 of the Credit
Agreement is amended by substituting "$60,000,000" for the reference therein to
"$15,000,000".
2.03. Judgments. Section 10.10 of the Credit Agreement is amended by
substituting "$60,000,000" for the reference therein to "$15,000,000".
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
date hereof that:
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(i) the representations and warranties set forth in Section 7 of the Credit
Agreement are true and correct as to itself and its Subsidiaries (if applicable)
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 7 to "this Agreement" included reference to this Amendment No. 2 and as
if each reference in Section 7.09 to "OFI" included reference to "OFI or OCI"
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 Credit Agreement).
Section 4. Miscellaneous. Except as herein provided, the Credit Agreement
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.
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
-------------------------------
Name: Dennis E. Hewitt
Title: Treasurer
By: /s/ Barry J. Wagner
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Name: Barry J. Wagner
Title: Director
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
-------------------------------
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
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Name: Bryan Matthews
Title: Corporate Banking Officer
BANKS
ABN AMRO BANK N.V., NEW YORK BRANCH
By: /s/ Thomas Rogers
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Name: Thomas Rogers
Title: Group Vice President
By: /s/ Bryan Matthews
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Name: Bryan Matthews
Title: Corporate Banking Officer
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JPMORGAN CHASE BANK
By: /s/ William E. Rottino
------------------------------
Name: William E. Rottino, CFA
Title: Vice President
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THE NORTHERN TRUST COMPANY
By: /s/ John A. Konstantos
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Name: John A. Konstantos
Title: Vice President
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SOCIETE GENERALE, NEW YORK BRANCH
By: /s/ Elaine Khalil
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Name: Elaine Khalil
Title: Director
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CITIBANK, N.A.
By: /s/ Carolyn A. Kee
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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