-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ERp3rJPMa+n4nDv5MeXO42Pgi8V7yhWHRtEcoZwYl0DBt+QQfz/U50zM4Jc/yR/s hw+IhMJMIApOUrGAq5k3Cw== 0000891092-00-000426.txt : 20000516 0000891092-00-000426.hdr.sgml : 20000516 ACCESSION NUMBER: 0000891092-00-000426 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMNICOM GROUP INC CENTRAL INDEX KEY: 0000029989 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 131514814 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-10551 FILM NUMBER: 634766 BUSINESS ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124153700 MAIL ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH GROUP INC DATE OF NAME CHANGE: 19861117 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH INTERNATIONAL INC DATE OF NAME CHANGE: 19850604 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH INC DATE OF NAME CHANGE: 19781226 10-Q 1 FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [ x ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2000 -------------- OR [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ____________. Commission File Number: 1-10551 ------- OMNICOM GROUP INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 13-1514814 - ------------------------------- ---------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 437 Madison Avenue, New York, New York 10022 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (212) 415-3600 - ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports and (2) has been subject to such filing requirements for the past 90 days. YES x NO --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 177,644,800 (as of April 30, 2000) PART I. FINANCIAL INFORMATION Page No. -------- Item 1. Financial Statements Consolidated Condensed Balance Sheets - March 31, 2000 and December 31, 1999 1 Consolidated Condensed Statements of Income - Three Months Ended March 31, 2000 and 1999 2 Consolidated Condensed Statements of Cash Flows - Three Months Ended March 31, 2000 and 1999 3 Notes to Consolidated Condensed Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Quantitative and Qualitative Disclosures About Market Risk 8 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 9 Signatures 10 OMNICOM GROUP INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands)
(unaudited) March 31, December 31, 2000 1999 ---- ---- Assets ------ Current assets: Cash and cash equivalents ................................... $ 353,462 $ 576,427 Short-term investments at market, which approximates cost ... 39,421 24,522 Accounts receivable, less allowance for doubtful accounts of $50,435 and $53,720 ................................... 3,163,812 3,358,304 Billable production orders in process, at cost .............. 398,510 299,209 Prepaid expenses and other current assets ................... 565,031 453,862 ---------- ---------- Total Current Assets ................................. 4,520,236 4,712,324 Furniture, equipment and leasehold improvements at cost, less accumulated depreciation and amortization of $542,911, and $522,254 ............................................. 448,573 444,722 Investments in affiliates ................................... 360,711 369,311 Intangibles, less amortization of $363,377 and $352,081 ..... 2,491,103 2,428,385 Deferred tax benefits ....................................... 81,934 120,346 Long-term investments, at market............................. 669,521 802,644 Deferred charges and other assets ........................... 231,168 139,905 ---------- ---------- Total Assets ......................................... $8,803,246 $9,017,637 ========== ========== Liabilities and Shareholders' Equity ------------------------------------ Current liabilities: Accounts payable ............................................ $3,182,275 $4,112,777 Advance billings ............................................ 431,180 417,044 Bank loans .................................................. 261,685 130,369 Accrued taxes and other liabilities.......................... 1,176,020 1,317,732 Dividends payable ........................................... 31,103 31,141 ---------- ---------- Total Current Liabilities .............................. 5,082,263 6,009,063 ---------- ---------- Long-term debt .................................................. 1,101,728 263,149 Convertible subordinated debentures ............................. 448,419 448,483 Deferred compensation and other liabilities ..................... 311,121 300,746 Deferred income taxes on unrealized gains ....................... 237,294 320,176 Minority interests .............................................. 121,357 123,122 Shareholders' equity: Common stock ................................................ 93,543 93,543 Additional paid-in capital .................................. 807,776 808,154 Retained earnings ........................................... 995,084 882,051 Unamortized restricted stock ................................ (78,103) (85,919) Accumulated other comprehensive income ...................... 181,737 285,234 Treasury stock .............................................. (498,973) (430,165) ---------- ---------- Total Shareholders' Equity ............................. 1,501,064 1,552,898 ---------- ---------- Total Liabilities and Shareholders' Equity ............. $8,803,246 $9,017,637 ========== ==========
The accompanying notes to consolidated condensed financial statements are an integral part of these statements. 1 OMNICOM GROUP INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Dollars in Thousands, Except Per Share Data) (unaudited) Three Months Ended March 31, 2000 1999 ---- ---- Commissions and fees ........................ $1,379,015 $1,146,877 Operating expenses: Salaries and related costs .............. 838,867 688,301 Office and general expenses ............. 376,461 324,006 ---------- ---------- 1,215,328 1,012,307 ---------- ---------- Operating profit ............................ 163,687 134,570 Gain on sale of Razorfish shares ............ 110,044 -- Net interest expense: Interest and dividend income ............ (7,274) (7,225) Interest paid or accrued ................ 18,595 18,472 ---------- ---------- 11,321 11,247 ---------- ---------- Income before income taxes .................. 262,410 123,323 Income taxes ................................ 108,469 50,515 ---------- ---------- Income after income taxes ................... 153,941 72,808 Equity in affiliates ........................ 876 929 Minority interests .......................... (11,279) (8,175) ---------- ---------- Net income ............................ $ 143,538 $ 65,562 ========== ========== Net Income Per Common Share: Net income: Basic ................................... $0.82 $0.37 Diluted ................................. $0.78 $0.37 Dividends declared per common share ......... $0.175 $0.15 The accompanying notes to consolidated condensed financial statements are an integral part of these statements. 2 OMNICOM GROUP INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (unaudited)
Three Months Ended March 31, 2000 1999 ---- ---- Cash flows from operating activities: Net income ............................................................... $ 143,538 $ 65,562 Adjustments to reconcile net income to net cash used for operating activities: Gain on sale of long-term investments .................................... (110,044) -- Depreciation and amortization of tangible assets ......................... 25,339 22,889 Amortization of intangible assets ........................................ 19,832 16,849 Minority interests ....................................................... 11,279 8,175 Earnings of affiliates less than dividends received ...................... 794 945 Decrease in deferred tax benefits ........................................ 1,759 1,065 Provision for losses on accounts receivable .............................. 2,341 2,344 Amortization of restricted stock ......................................... 7,465 5,273 Decrease (increase) in accounts receivable ............................... 171,051 (140,594) Increase in billable production orders in process ........................ (102,949) (20,605) Increase in prepaid expenses and other current assets .................... (113,490) (39,394) Decrease in accounts payable ............................................. (882,291) (465,440) Decrease in other accrued liabilities .................................... (159,401) (114,084) Increase in accrued taxes on income ...................................... 36,943 10,211 Decrease in advances to affiliates ....................................... 40,916 21,019 Other increases (decreases)............................................... 4,671 (19,300) --------- --------- Net cash used for operating activities ................................ (902,247) (645,085) --------- --------- Cash flows from investing activities: Capital expenditures ..................................................... (33,089) (27,163) Payments for purchases of equity interests in subsidiaries and affiliates, net of cash acquired .................................................. (129,065) (108,409) Proceeds from sales of equity interests in subsidiaries and affiliates ... 6,017 634 Payments for purchases of long-term investments and other assets ......... (132,602) (21,278) Proceeds from sales of long-term investments and other assets ............ 145,628 37,518 --------- --------- Net cash used for investing activities ................................ (143,111) (118,698) --------- --------- Cash flows from financing activities: Net borrowings under lines of credit ..................................... 192,527 109,117 Share transactions under employee stock plans ............................ 17,328 13,484 Proceeds from issuance of debt obligations ............................... 934,336 476,778 Repayments of principal of debt obligations .............................. (146,019) (59,345) Dividends and loans to affiliates and minority shareholders .............. (55,112) (16,473) Dividends paid ........................................................... (30,677) (25,069) Purchase of treasury shares .............................................. (86,270) (72,524) --------- --------- Net cash provided by financing activities ............................. 826,113 425,968 --------- --------- Effect of exchange rate changes on cash and cash equivalents ................. (3,720) (293) --------- --------- Net decrease in cash and cash equivalents ............................. (222,965) (338,108) Cash and cash equivalents at beginning of period ............................. 576,427 648,781 --------- --------- Cash and cash equivalents at end of period ................................... $ 353,462 $ 310,673 ========= ========= Supplemental Disclosures: Income taxes paid ......................................................... $ 65,622 $ 35,205 ========= ========= Interest paid ............................................................. $ 18,092 $ 19,191 ========= =========
The accompanying notes to consolidated condensed financial statements are an integral part of these statements. 3 OMNICOM GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. The consolidated condensed interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. 2. These statements reflect all adjustments, consisting of normally recurring accruals, which in the opinion of management, are necessary for a fair presentation of the information contained therein. Certain reclassifications have been made to the March 31, 1999 and December 31, 1999 reported amounts to conform them with the March 31, 2000 presentation. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1999. 3. Results of operations for interim periods are not necessarily indicative of annual results. 4. Basic earnings per share is based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share is based on the above, plus, if dilutive, common share equivalents which include outstanding options and restricted shares, and if dilutive, adjusted for the assumed conversion of the Company's 2.25% and 4.25% Convertible Subordinated Debentures (the "Debentures") and the assumed increase in net income for the after tax interest cost of the Debentures. In determining if the Debentures were dilutive at March 31, 2000 and 1999, the Debentures were assumed to be converted for the entire quarter. For purposes of computing diluted earnings per share for the three months ended March 31, 2000 and 1999, respectively, 177,484,000 and 178,357,000 common share equivalents were assumed to have been outstanding. Additionally, 11,552,000 and 6,936,000 shares, respectively were assumed to have been converted related to the Debentures and the assumed increase in net income used in the computation was $4,441,000 and $2,385,000, respectively. The number of shares used in the computations of basic and diluted earnings per share were as follows: Three Months Ended March 31, -------------- 2000 1999 ---- ---- Basic EPS 174,669,000 175,329,000 Diluted EPS 189,036,000 185,293,000 For purposes of computing diluted earnings per share for the three months ended March 31, 1999, the Company's 2.25% Convertible Subordinated Debentures were not reflected in the computation, as their inclusion would have been antidilutive. 4 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 5. Total comprehensive income and its components were as follows:
Three Months Ended March 31, ($ in 000's) -------------------------- 2000 1999 ---- ---- Net income for the period $143,538 $ 65,562 Unrealized loss on Long-Term Investments, net of income taxes of $8,910 (12,910) -- Reclassification to realized gain on sale of Razorfish shares, net of income taxes of $46,218 (63,826) -- Foreign currency translation adjustment, net of income taxes of $18,596 and $16,937 in 2000 and 1999, respectively (26,761) (24,373) -------- -------- Comprehensive income for the period $ 40,041 $ 41,189 ======== ========
During the three month period ended March 31, 2000, the Company sold a portion of its ownership interest in Razorfish Inc. and realized a pre-tax gain of approximately $110 million. Included in net income for the period is $63,826,000 related to this transaction and comprehensive income for the period has been adjusted to reflect the reclassification of the gain from unrealized to realized. During the period certain interactive marketing agencies, in which the Company holds an ownership interest in, filed initial public offerings of their equity securities. Accordingly, the Company adjusted the carrying value of these holdings to reflect market value as of March 31, 2000 and recorded an unrealized pre-tax gain of $284 million in comprehensive income. These investments are included in Long-Term Investments on the accompanying March 31, 2000 balance sheet. 6. In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133") which the Company is required to adopt effective January 1, 2001. SFAS No. 133 cannot be applied retroactively. SFAS No. 133 establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. SFAS No. 133 requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting. 5 OMNICOM GROUP INC. AND SUBSISIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued) The Company intends to adopt SFAS No. 133 for its fiscal year ending December 31, 2001. The impact of SFAS No. 133 on the Company's financial statements will depend on a variety of factors, including future interpretative guidance from the FASB, the future level of forecasted and actual foreign currency transactions, the extent of the Company's hedging activities, the types of hedging instruments used and the effectiveness of such instruments. However, the Company does not believe the effect of adopting SFAS No. 133 will be material to its financial position. 7. The Company's wholly-owned and partially-owned businesses operate within the corporate communications services operating segment. These businesses provide a variety of communications services to clients through several worldwide, national and regional independent agency brands. The businesses exhibit similar economic characteristics driven from their consistent efforts to create customer driven marketing communications and services that build their clients businesses. A summary of the Company's operations by geographic area as of March 31, 2000 and 1999, and for the three months then ended is presented below:
Dollars in Thousands ----------------------------------------------------------------------------------- United United Other Other States Kingdom Germany France Europe International Consolidated 2000 Commissions and Fees $717,378 $188,902 $100,677 $89,037 $130,688 $152,333 $1,379,015 Long-Lived Assets 225,809 102,393 10,259 16,599 34,447 59,066 444,464 1999 Commissions and Fees $587,212 $164,751 $91,621 $83,895 $116,195 $103,203 $1,146,877 Long-Lived Assets 162,619 99,698 11,441 15,648 25,179 59,439 374,024
8. On April 27, 2000, the Company extended its $750 million revolving credit facility ("the Facility"). The Facility was renewed under the same terms with an additional provision which allows the Company to convert all amounts outstanding under the Facility to a one-year term loan. The Facility, which allows for the issuance of commercial paper expires on April 26, 2001. In addition to the $750 million credit facility the Company has a $500 million 5-year revolving credit facility available which also allows for the issuance of commercial paper and expires on June 30, 2003. Amounts borrowed or issued under the Facilities at March 31, 2000 include commercial paper, which amounted to $622.7 million, and bank loans of $200 million, were classified as long-term debt. Amounts available under both credit facilities at March 31, 2000 were $427.3 million. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations First Quarter 2000 Compared to First Quarter 1999 Consolidated worldwide revenues from commission and fee income increased 20.2% in the first quarter of 2000 to $1,379.0 million compared to $1,146.9 million in the first quarter of 1999. Consolidated domestic revenues increased 22.2% in the first quarter of 2000 to $717.4 million compared to $587.2 million in the first quarter of 1999. Consolidated international revenues increased 18.2% in the first quarter of 2000 to $661.6 million compared to $559.7 million in the first quarter of 1999. The effect of acquisitions, net of divestitures increased worldwide revenues by 9.2% and changes in the foreign exchange value of the U.S. dollar decreased worldwide revenues by 3.8%. The remaining 14.8% increase in consolidated worldwide revenues was due to the growth of existing businesses, including net new business wins. Worldwide operating expenses, including net interest expense increased 19.8% in the first quarter of 2000 compared to in the first quarter of 1999. The effect of acquisitions, net of divestitures, increased worldwide operating expenses by 9.2% and changes in the foreign exchange value of the U.S. dollar decreased worldwide operating expenses by 3.7%. The remaining increase of 14.3% reflects normal salary increases and growth in client services expenditures to support the increased revenue base. Net interest expense increased slightly in the first quarter of 2000 to $11.3 million as compared to $11.2 million in the same period in 1999. This reflected higher average interest rates during the period, substantially offset by the effect of higher average amounts of cash and marketable securities invested during the period. Excluding the gain on sale of Razorfish shares, pretax profit margin was 11.0% in the first quarter of 2000 as compared to 10.8% in the same period in 1999 and operating margin, which excludes interest and dividend income and interest expense, was 11.9% in the first quarter of 2000 as compared to 11.7% in the same period in 1999. The effective income tax rate was 41.3% in the first quarter of 2000 as compared to 41.0% in the first quarter of 1999. This increase is due principally to the impact of the gain on sale of Razorfish shares which resulted in a higher marginal tax rate. The decrease in equity in affiliates is the result of the acquisition of additional ownership interests in certain affiliates that resulted in their consolidation in the March 31, 2000 financial statements and lower profits earned by certain companies in which the Company owns less than a 50% equity interest. The increase in minority interest expense is primarily due to acquisitions and greater earnings by companies where minority interests exist. Including the gain on sale of Razorfish shares, net income increased 118.9% to $143.5 million and diluted earnings per share increased 110.8% to $0.78 in the first quarter of 2000. Excluding this gain, net income increased 21.6% to $79.7 million in the first quarter of 2000 as 7 compared to $65.6 million in the same period in 1999 and diluted earnings per share increased 21.6% to $0.45 in the current quarter compared to $0.37 in the prior year period. Capital Resources and Liquidity Cash and cash equivalents at March 31, 2000 decreased to $353.5 million from $576.4 million at December 31, 1999. The relationship between payables to the media and suppliers and receivables from clients, at March 31, 2000, is consistent with industry norms. On April 27, 2000 the Company renewed its $750 million revolving credit facility (the "Facility"). The Facility, which allows for the issuance of commercial paper, was renewed under the same terms, with an additional provision that allows the Company to convert all amounts outstanding at expiration of the Facility on April 26, 2001, into a one-year term loan. The Company maintains relationships with a number of banks worldwide, which have extended unsecured committed lines of credit in amounts sufficient to meet the Company's cash needs. At March 31, 2000, the Company had $1,705 million in such unsecured committed lines of credit, including the $750 million revolving credit facility renewed April 27, 2000, of which $564 million was available. Management believes the aggregate lines of credit available to the Company and cash flow from operations provide the Company with sufficient liquidity and are adequate to support foreseeable operating requirements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market Risk The Company's market risks primarily consist of the impact of changes in currency exchange rates on assets and liabilities of non-U.S. operations and the impact of changes in interest rates on debt. The Company's 1999 Form 10-K provides a more detailed discussion of the market risks affecting its operations. As of March 31, 2000, no material change had occurred in the Company's market risks, as compared to the disclosure in its Form 10-K for the year ending December 31, 1999. Forward-Looking Statements "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk" set forth in this report contain disclosures which are forward-looking statements. Forward-looking statements include all statements that do no relate solely to historical or current facts, and can be identified by the use of words such as "may," "will," "expect," "project," "estimate," "anticipate," "envisage," "plan" or "continue." These forward-looking statements are based upon the Company's current plans or expectations and are subject to a number of uncertainties and risks that could significantly affect current plans and anticipated actions and the company's future financial condition and results. The uncertainties and risks include, but are not limited to, general economic and business conditions; loss of significant customers; changes in levels of client advertising; the impact of competition; risks relating to acquisition activities; and the complexity of integrated computer systems. As a consequence, current plans, anticipated actions and future financial condition and results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. 8 PART II. OTHER INFORMATION Item 6. Exhibit and Reports on Form 8-K (a) Exhibits Exhibit Number Description of Exhibit - -------------- ---------------------- 10.1 364-Day Credit Agreement, dated as of April 30, 1999, amended and restated April 27, 2000, among Omnicom Finance Inc., Omnicom Finance PLC, Omnicom Capital Inc., the financial institutions party thereto, Citibank, N.A., as Administrative Agent, The Bank of Nova Scotia, as Documentation Agent, and San Paolo IMI SPA, as Syndication Agent. 27. Financial Data Schedule (filed in electronic format only) (b) Reports on Form 8-K No reports on Form 8-K were filed during the first quarter of 2000. 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Omnicom Group Inc. (Registrant) ------------------ Date May 15, 2000 /s/ Randall J. Weisenburger ------------ ---------------------------------- Randall J. Weisenburger Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date May 15, 2000 /s/ Philip J. Angelastro ------------ ---------------------------------- Philip J. Angelastro Controller (Chief Accounting Officer) 10 EX-10.1 2 AMENDED & RESTATED 364-DAY CREDIT AGREEMENT Exhibit 10.1 =========================================================================== OMNICOM FINANCE INC., OMNICOM FINANCE PLC, and OMNICOM CAPITAL INC. as Borrowers AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT Dated as of April 30, 1999 Amended and Restated as of April 27, 2000 ------------------- $750,000,000 ------------------- CITIBANK, N.A., as Administrative Agent THE BANK OF NOVA SCOTIA, as Documentation Agent and SAN PAOLO IMI SPA, as Syndication Agent =========================================================================== AMENDMENT AND RESTATEMENT (this "Amendment and Restatement") dated as of April 27, 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") and 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"); CITIBANK, N.A., as administrative agent for the Banks (in such capacity, together with its successors in such capacity, the "Administrative Agent"); THE BANK OF NOVA SCOTIA, as documentation agent (the "Documentation Agent"); and SAN PAOLO IMI SPA, as syndication agent (the "Syndication Agent", and collectively, together with the Administrative Agent and the Documentation Agent, 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 (as in effect immediately prior to the effectiveness of this 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 add OCI as a new Borrower thereunder; and accordingly, the parties hereto hereby agree to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement as so amended (the Existing Credit Agreement as so amended and restated, the "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 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 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 definitions (to the extent already included in said Section 1.01) to read in their entirety as follows: AMENDED AND RESTATED CREDIT AGREEMENT - 2 - "Amendment and Restatement" shall mean the Amendment and Restatement, dated as of April 27, 2000, among the Borrowers, the Guarantor, the Banks, the Administrative Agent, the Documentation Agent and the Syndication Agent." "Applicable Margin" for Eurocurrency Rate Loans and "Applicable Facility Fee Rate" at any time shall mean the respective rates per annum set forth in the table below opposite the applicable Rating Level at such time:
Applicable Margin Applicable Margin for for Eurocurrency Term Loans Rate Loans that are Applicable (other than Eurocurrency Facility Rating Level Term Loans) Rate Loans Fee Rate ------------ ----------- ---------- -------- Rating Level 1 0.190% 0.450% 0.085% Rating Level 2 0.200% 0.500% 0.100% Rating Level 3 0.240% 0.600% 0.110% Rating Level 4 0.275% 0.750% 0.125% Rating Level 5 0.375% 1.000% 0.275%
provided that, if the aggregate principal amount outstanding of the Eurocurrency Rate Loans (other than Term Loans) on any day exceeds 66-2/3% of the Total Commitment on such day, the Applicable Margin for Eurocurrency Rate Loans (other than Term Loans) for that day shall be 0.050% higher than the rate set forth above, when the applicable Rating Level is Rating Level 1, Rating Level 2 or Rating Level 3, and 0.100% higher than the rate set forth above when the applicable Rating Level is Rating Level 4 or Rating Level 5, and provided, further, that, if the Moody's Rating or the S&P Rating relates to the Guarantor Subordinated Debt, then the respective rates set forth above shall be determined by reference to the Rating Level which is one level higher than the Rating Level which would otherwise apply to such Guarantor Subordinated Debt (for the purpose of which determination, Rating Level 1 shall be the highest rating). "Base Rate Loan" shall mean any Loan that bears interest based upon the Base Rate. "Borrower" and "Borrowers" shall mean, individually or collectively, as the case may be, each of Omnicom Finance Inc., a corporation organized and existing under the laws of Delaware; Omnicom Finance plc (formerly, Omnicom Finance Limited), a corporation organized and existing under the laws of England and Wales, AMENDED AND RESTATED CREDIT AGREEMENT - 3 - and Omnicom Capital Inc., a corporation organized and existing under the laws of Connecticut. "Commitment" shall mean, for each Bank, the amount set forth opposite such Bank's name in Schedule I to the Amendment and Restatement, as the same may be (x) reduced from time to time pursuant to Section 4.02 and/or Section 10, (y) increased pursuant to Section 4.04 and/or (z) adjusted from time to time as a result of assignments to or from such Bank pursuant to Section 12.04(b). "ERISA Affiliate" shall mean any person (as defined in Section 3(9) of ERISA) which together with OFI or any of its Subsidiaries or together with OCI or any of its Subsidiaries would be member of the same "controlled group" within the meaning of Section 414 (b), (c), (m) and (o) of the Code. "Eurocurrency Rate Loan" shall mean any Loan that bears interest at a rate based on the rates referred to in the definition of "Eurodollar Base Rate" in this Section 1.01. "Final Maturity Date" shall have the meaning provided in Section 4.05. "Notice of Election of Term Option" shall have the meaning provided in Section 4.05. "OCI" shall mean Omnicom Capital Inc., a corporation organized and existing under the laws of Connecticut. "Term Loan" shall have the meaning provided in Section 4.05. C. OCI shall become a party to the Amended and Restated Credit Agreement as a Borrower thereunder. Accordingly, the Existing Credit Agreement shall be amended to provide that each reference therein to the term "Borrower" or "Borrowers" shall be deemed to refer, individually or collectively, as the case may be, to OFI, OFL and to OCI, and OCI shall be entitled to borrow Loans thereunder on the same terms and conditions as OFI and OFL (and shall be subject to the same terms and conditions thereunder with respect to Loans made to it as each of OFI and OFL is with respect to Loans made to it). The covenants and agreements specified in Sections 8 and 9 of the Amended and Restated Credit Agreement shall be applicable to each of OFI, OFL and OCI (it being understood that any dollar limitation specified in such provisions shall be applicable to OFI, OFL and OCI collectively), provided, however, that the introductory paragraph of Section 8 shall be amended by deleting the word "OFI" therein and replacing it with the words "OFI and OCI" and provided, further, that Section 8.05 shall be amended as provided in Section 2. G of this Amendment and Restatement. D. Section 2.09 of the Existing Credit Agreement is amended by adding after the words "nine month period," in the first sentence thereof the words "or, (subject to AMENDED AND RESTATED CREDIT AGREEMENT - 4 - availability as determined by 100% of the Banks) if such Eurocurrency Rate Loan is a Term Loan made pursuant to Section 4.05 hereof, twelve month period," E. Section 4.03 of the Existing Credit Agreement is amended by deleting paragraph (a) in its entirety and inserting a new paragraph (a) as follows: "(a) The "Commitment Termination Date" shall be April 26, 2001 or such later date to which the Commitment Termination Date has been extended pursuant to this Section 4.03. F. A new Section 4.05 shall be inserted into the Existing Credit Agreement to read as follows: "4.05 Term Loan Election. (a) The Guarantor may, by delivering to the Administrative Agent a notice (a "Notice of Election of Term Option") substantially in the form of Exhibit A to the Amendment and Restatement, not more than 30 nor less than 5 Business Days before the Existing Commitment Termination Date, elect that all of the Loans of each Bank to a Borrower outstanding as at the close of business New York time on such Existing Commitment Termination Date be converted, effective at such time, to a term loan (a "Term Loan") payable by such Borrower to such Bank, which Term Loan shall (i) be in a principal amount equal to the aggregate outstanding principal amount of such Loans, (ii) mature on the date (the "Final Maturity Date") that is the earlier of (x) the date one year after such Existing Commitment Termination Date or (y) the date specified by the Guarantor in such Notice of Election of Term Option (and each outstanding Note shall automatically be deemed amended accordingly), (iii) bear interest, until the payment in full thereof, at the rates provided for in Section 2.08 and otherwise constitute a "Loan" for all purposes of this Agreement and a "Guaranteed Obligation" for all purposes of the Guaranty and (iv) at the option of the Guarantor be Base Rate Loans or Eurocurrency Rate Loans; provided that the election provided for in this Section 4.05 shall not take effect if, on the date of the Notice of Election of Term Option or on the Existing Commitment Termination Date, a Default or Event of Default has occurred and is continuing. Upon the effectiveness of the conversion provided for in this Section 4.05, Section 2.01(a)(ii) shall cease to be in effect, and each Borrower agrees that it will, forthwith upon the request of any Bank through the Administrative Agent, issue a new promissory note (a "Term Note") in favor of such Bank in substantially the form of Exhibit B to the Amendment and Restatement in the amount of the Term Loan of such Bank to such Borrower provided herein, in exchange for the Note or Notes held by such Bank (which shall be promptly returned to the Guarantor, through the Administrative Agent, marked "Cancelled"), or, upon presentation of evidence to the reasonable satisfaction of the Administrative Agent (in the Administrative Agent's sole discretion) of the loss, destruction or theft of the Note or Notes held by such Bank, and upon AMENDED AND RESTATED CREDIT AGREEMENT - 5 - delivery to the Administrative Agent, for the benefit of the Borrower or Borrowers having issued such Note or Notes, an indemnity, in form and substance satisfactory to such Borrower or Borrowers, made by such Bank and holding such Borrower or Borrowers harmless, in lieu of any such lost, destroyed or stolen Note or Notes, which Term Note shall be deemed to be a "Note" for all purposes of this Agreement and of the Guaranty. (b) The Guarantor shall, in the case of any Eurocurrency Rate Loan made pursuant to a Notice of Election of Term Option as provided in this Section 4.05 or pursuant to the conversion of a Term Loan which is a Base Rate Loan as provided in Section 2.06 or in the case of the continuation of any Eurocurrency Rate Loan which is a Term Loan, give notice to the Administrative Agent at its Notice Office by noon (New York time) on that date three Business Days prior to the making, conversion or continuation of such Eurocurrency Rate Loan, as the case may be, stating its election of the Interest Period to be applied to such Eurocurrency Rate Loan, provided, however, that: (i) the Interest Period for any Eurocurrency Rate Loan which is a Term Loan shall commence on the date such Eurocurrency Rate Loan is made, converted or continued, (ii) if the Interest Period relating to a Eurocurrency Rate Loan which is a Term Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month, (iii) if any Interest Period relating to a Eurocurrency Rate Loan which is a Term Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day, provided, however, that if the Interest Period relating to a Eurocurrency Rate Loan which is a Term Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day and (iv) no Interest Period relating to a Eurocurrency Rate Loan which is a Term Loan may be elected or deemed elected by the Guarantor if it would extend beyond the Final Maturity Date. If any such Interest Period would extend beyond the Final Maturity Date, then such Interest Period shall end on the Final Maturity Date. If the Guarantor fails to timely give such notice of Interest Period respecting any Term Loan to the Administrative Agent then the Guarantor shall be deemed to have elected that the Term Loan shall be a Base Rate Loan, provided that, notwithstanding Section 2.06(i) hereof, any such Base Rate Loan so deemed elected may be converted into a Eurocurrency Rate Loan upon delivery by the Borrower of a Notice of Conversion respecting such Base Rate Loan to the Administrative Agent at its Notice Office prior to noon (New York time) at least three Business Days' prior to the effectiveness of such conversion pursuant to Section 2.06." AMENDED AND RESTATED CREDIT AGREEMENT - 6 - G. Sections 8.05 of the Existing Credit Agreement shall be deleted in its entirety and replaced with the following: "8.05. ERISA. As soon as possible and, in any event, within 10 days after OFI or any of its Subsidiaries or ERISA Affiliates or OCI or any of its Subsidiaries or ERISA Affiliates knows or has reason to know of any of the following, OFI or OCI, as the case may be, will deliver to each of the Banks a certificate of the chief financial officer of OFI or OCI, as the case may be, setting forth details as to such occurrence and such action, if any, which OFI, OCI, such Subsidiary or such ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given to or filed with or by OFI, OCI, the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or the Plan administrator with respect thereto: that a Reportable Event has occurred, that an accumulated funding deficiency has been incurred or an application may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code with respect to a Plan, that a Plan has been or may be terminated via a "distress termination" as referred to in section 4041(c) of ERISA, reorganized, partitioned or declared insolvent under Title IV of ERISA, that a Plan has an Unfunded Current Liability giving rise to a Lien under ERISA, that proceedings may be or have been instituted by the PBGC to terminate a Plan, that a proceeding has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan, or that OFI or any of its Subsidiaries or ERISA Affiliates or OCI or any of its Subsidiaries or ERISA Affiliates will or may incur any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Plan under Section 4062, 4063, 4064, 4201 or 4204 of ERISA. In addition to any certificates or notices delivered to the Banks pursuant to the first sentence hereof, copies of notices received by OFI or any of its Subsidiaries or ERISA Affiliates or OCI or any of its Subsidiaries or ERISA Affiliates required to be delivered to the Banks hereunder shall be delivered to the Banks no later than 10 days after the later of the date such notice has been filed with the Internal Revenue Service or the PBGC, given to Plan participants or received by OFI or any of its Subsidiaries or ERISA Affiliates or OCI or any of its Subsidiaries or ERISA Affiliates. H. Sections 12.04(b)(ii) of the Existing Credit Agreement shall be deleted in its entirety and replaced with the following: "(ii) upon surrender of the old Notes, or, upon presentation of evidence to the reasonable satisfaction of the Administrative Agent (in the Administrative Agent's sole discretion) of the loss, destruction or theft of the old Notes, and upon delivery to the Administrative Agent, for the benefit of the Borrower that issued the old Notes, of an indemnity, in form and substance satisfactory to such Borrower, made by such assigning Bank and holding such Borrower harmless, in lieu of any such lost, destroyed or stolen Notes, new Notes will be issued, at the AMENDED AND RESTATED CREDIT AGREEMENT - 7 - expense of the Borrower that issued the old Notes, to such new Bank and to the assigning Bank, such new Notes to be in conformity with the requirements of Section 2.05 (with appropriate modifications) to the extent needed to reflect the revised Commitments and" I. Schedule I of the Existing Credit Agreement is deleted in its entirety and replaced with the schedule set forth in Schedule I to this 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 Amended and Restated Credit Agreement 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 Amended and Restated Credit Agreement). Section 4. Conditions to Effectiveness. The amendment and restatement set forth in Section 2 of this 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): (a) Documents. The 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 Amendment and Restatement, duly executed and delivered by each Borrower, the Guarantor, the Administrative Agent and the Banks. (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 Amendment and Restatement and the Notes (if any), authorizing Borrowings under the Amended and Restated Credit Agreement in an aggregate principal amount up to $750,000,000 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 Amendment and Restatement and the Notes (if any). (3) Notes. There shall have been executed by OCI and delivered to the Administrative Agent, pursuant to Section 2.05 of the Amended and Restated AMENDED AND RESTATED CREDIT AGREEMENT - 8 - Credit Agreement, a Note, substantially in form of Exhibit B to the Amended and Restated Credit Agreement, for each Bank which is to evidence each such Bank's Loans to OCI. (4) 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 Amendment and Restatement and the Notes (if any) 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. (5) 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 Amended and Restated Credit Agreement, the enforceability of the Amended and Restated Credit Agreement or other legal matters relating to the Amended and Restated Credit Agreement or the transactions contemplated thereby, all in form and substance satisfactory to the Administrative Agent. (b) Guaranty. The Guaranty shall be in full force and effect on the Effective Date, and the Guarantor shall have confirmed its Guaranty under Section 5 of this Amendment and Restatement by executing and delivering this Amendment and Restatement. (c) Extension. The Existing Commitment Termination Date of April 27, 2000, of the Existing Credit Agreement shall have been extended for an additional 364 days, pursuant to Section 4.03 thereof. If any Bank has become, in connection with such extension, a Non-Extending Bank under and as defined in Section 4.03(b) of the Existing Credit Agreement, each such Non-Extending Bank shall have confirmed, in a manner satisfactory to the Administrative Agent, that such Non-Extending Bank has been paid in full all amounts owing to it pursuant to Section 4.03(e) of the Existing Credit Agreement, that the Commitment of such Non-Extending Bank has terminated and that such Non-Extending Bank is no longer be party to the Existing Credit Agreement. (d) 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 accrued fees, expenses and interest due and payable to the Administrative Agent and the Banks (including the Non-Extending 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 Amendment and 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 Amendment and Restatement as the Guarantor and the Administrative Agent shall have agreed upon. AMENDED AND RESTATED CREDIT AGREEMENT - 9 - Section 5. Confirmation of Guaranty. The Guarantor hereby agrees that the Guaranty shall be amended to provide that each reference to the term "Borrower" or "Borrowers" therein shall be deemed to refer, individually or collectively, as the case may be, to OFI, OFL and to OCI, and that all obligations of OCI under the Amended and Restated Credit Agreement shall constitute "Guaranteed Obligations", as defined under, and for all purposes of, the Guaranty made by the Guarantor in favor of the Administrative Agent and the Banks and dated as of April 30, 1999. The Guarantor hereby confirms and agrees that the obligations of the Borrowers, or any of them, under the Amended and Restated Credit Agreement are entitled to all the benefits of the Guaranty, and that all obligations of the Borrowers, or any of them, under the Amended and Restated 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 Amended and Restated Credit Agreement. Section 6. Miscellaneous. Except as herein provided, the Existing Credit Agreement shall remain unchanged and in full force and effect. This 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 Amendment and Restatement by signing any such counterpart. This Amendment and Restatement shall be governed by, and construed in accordance with, the law of the State of New York. AMENDED AND RESTATED CREDIT AGREEMENT - 10 - IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment and Restatement as of the day and year first above written. BORROWERS: OMNICOM FINANCE INC. By: /s/ Dennis E. Hewitt ------------------------------- Name: Dennis E. Hewitt Title: Treasurer OMNICOM FINANCE PLC By: /s/ Dennis E. Hewitt ------------------------------- Name: Dennis E. Hewitt Title: Director By: /s/ Barry J. Wagner ------------------------------- Name: Barry J. Wagner Title: Director OMNICOM CAPITAL INC. By: /s/ Dennis E. Hewitt ------------------------------- Name: Dennis E. Hewitt Title: President GUARANTOR: OMNICOM GROUP INC., as Guarantor By: /s/ Dennis E. Hewitt ------------------------------- Name: Dennis E. Hewitt Title: Treasurer BANKS: AMENDED AND RESTATED CREDIT AGREEMENT - 11 - CITIBANK, N.A., as Administrative Agent and as Bank By: /s/ Julio Ojea-Quintana ------------------------------- Name: Julio Ojea-Quintana Title: ATTORNEY-IN-FACT THE BANK OF NOVA SCOTIA, as Documentation Agent and as Bank By: /s/ John W. Campbell ------------------------------- Name: John W. Campbell Title: Unit Head SAN PAOLO IMI SPA, as Syndication Agent and as Bank By: /s/ Carlo Persico ------------------------------- Name: Carlo Persico Title: Deputy General Manager By: /s/ Robert Worster ------------------------------- Name: Robert Worster Title: First Vice President THE BANK OF NEW YORK By: /s/ Kenneth P. Sneider, Jr. ------------------------------- Name: Kenneth P. Sneider, Jr. Title: Vice President AMENDED AND RESTATED CREDIT AGREEMENT - 12 - DRESDNER BANK AG, NEW YORK & GRAND CAYMAN BRANCHES By: /s/ Laura G. Fazio ------------------------------- Name: Laura G. Fazio Title: First Vice President By: /s/ Helen Ng, P.E. ------------------------------- Name: Helen Ng, P.E. Title: Assistant Vice President FLEET BANK, N.A. By: /s/ Thomas J. Levy ------------------------------- Name: Thomas J. Levy Title: Vice President HSBC BANK USA By: /s/ Diane M. Zieske ------------------------------- Name: Diane M. Zieske Title: Vice President MELLON BANK, N.A. By: /s/ Maria Sisto ------------------------------- Name: Maria Sisto Title: Vice President PNC BANK, N.A. By: /s/ Donald V. Davis ------------------------------- Name: Donald V. Davis Title: Vice President AMENDED AND RESTATED CREDIT AGREEMENT - 13 - SCOTIABANC, INC. By: /s/ W. J. Brown ------------------------------- Name: W. J. Brown Title: Managing Director SVENSKA HANDELSBANKEN AB (PUBL) By: /s/ Paul Breakspear ------------------------------- Name: Paul Breakspear Title: Account Manager By: /s/ Simon Silvester ------------------------------- Name: Simon Silvester Title: Head of London Corporate Banking THE CHASE MANHATTAN BANK By: /s/ Bruce E. Langencamp ------------------------------- Name: Bruce E. Langencamp Title: Vice President BANK ONE, NA (MAIN OFFICE CHICAGO) By: /s/ Jeffrey Lubatkin ------------------------------- Name: Jeffrey Lubatkin Title: Vice President THE SUMITOMO BANK, LTD. AMENDED AND RESTATED CREDIT AGREEMENT - 14 - By: /s/ C. Michael Garido ------------------------------- Name: C. Michael Garido Title: Senior Vice President U.S. BANK, NATIONAL ASSOCIATION By: /s/ Thomas W. Cherry ------------------------------- Name: Thomas W. Cherry Title: Vice President WACHOVIA BANK, N.A. By: /s/ William C. Christie ------------------------------- Name: William C. Christie Title: Senior Vice President AMENDED AND RESTATED CREDIT AGREEMENT SCHEDULE I Schedule of Commitments ----------------------- Lenders Commitment - ------- ---------- CITIBANK, N.A. $100,000,000.00 THE BANK OF NOVA SCOTIA/ SCOTIABANC, INC. $ 75,000,000.00 SAN PAOLO IMI S.p.A. $ 70,000,000.00 HSBC BANK USA $ 65,000,000.00 THE CHASE MANHATTAN BANK $ 60,000,000.00 DRESDNER BANK AG, NEW YORK $ 60,000,000.00 & GRAND CAYMAN BRANCHES WACHOVIA BANK, N.A. $ 60,000,000.00 FLEET BANK, N.A. $ 50,000,000.00 THE SUMITOMO BANK, LTD. $ 50,000,000.00 BANK ONE, NA (MAIN OFFICE CHICAGO) $ 30,000,000.00 MELLON BANK, N.A. $ 30,000,000.00 PNC BANK, N.A. $ 30,000,000.00 SVENSKA HANDELSBANKEN $ 30,000,000.00 THE BANK OF NEW YORK $ 20,000,000.00 U.S. BANK, NATIONAL ASSOCIATION $ 20,000,000.00 =============== TOTAL $750,000,000.00 EXHIBIT A FORM OF NOTICE OF ELECTION OF TERM OPTION [Date] Citibank, N.A., as Agent 399 Park Avenue New York, New York 10043 Attention: ___________ Ladies and Gentlemen: The undersigned, Omnicom Group, Inc. (the "Guarantor"), refers to the Amended and Restated Credit Agreement dated as of April 27, 2000 (said agreement, as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"; capitalized terms defined therein being used herein as therein defined), among the undersigned, Omnicom Finance Inc., Omnicom Finance plc and Omnicom Capital Inc., each as a Borrower, Citibank, N.A., in its capacity as Administrative Agent, and the Banks parties thereto. In accordance with Section 4.05 of the Credit Agreement, the Guarantor hereby notifies you that it elects to convert the Loans outstanding as of the Commitment Termination Date (___________ __, 200_ ) to Term Loans payable on [ ___________ __, 200_ (the Final Maturity Date)] [___________ __, 200_ (a date prior to the Final Maturity Date)]. The Term Loans will be [Base Rate Loans][Eurocurrency Rate Loans with an initial Interest Period of ____ month[s]]. The Company hereby certifies that, on and as of the date hereof, no Default or Event of Default has occurred and is continuing. Very truly yours, OMNICOM GROUP, INC. By --------------------------------- Name: Title: FORM OF NOTICE OF ELECTION OF TERM OPTION EXHIBIT B [FORM OF TERM NOTE] PROMISSORY NOTE U.S. $_________________ Dated _________ __, 200_ FOR VALUE RECEIVED, the undersigned, [OMNICOM FINANCE INC., a corporation organized and existing under the laws of Delaware][OMNICOM FINANCE PLC, a corporation organized and existing under the laws of England and Wales][OMNICOM CAPITAL INC., a corporation organized and existing under the laws of Connecticut] (the "Borrower"), hereby unconditionally promises to pay to the order of ______________ (the "Bank") for the account of its Applicable Lending Office the principal sum of _______________________ U.S. DOLLARS (U.S. $_________________), on __________, ______ (or, if such date is not a Business Day as defined in the Credit Agreement referred to below, the immediately preceding Business Day), for the account of its Applicable Lending Offices provided for by the Credit Agreement referred to below, at the Payment Office of the Administrative Agent, in Dollars and in immediately available funds, free and clear of and without deduction for Taxes or other offsets, to the extent provided in the Credit Agreement. The Borrower further promises to pay interest on the unpaid principal amount of this Note, at such account, in like money and funds, from the date hereof until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement referred to below. This Note is one of the Term Notes referred to in, and is entitled to the benefits and is subject to the terms, conditions and limitations of, the 364-Day Credit Agreement (as the same may be amended, modified and supplemented and in effect from time to time, the "Credit Agreement") dated as of April 30, 1999 and as amended and restated as of April 27, 2000, among the Borrowers referred to therein, the Bank, the other Banks referred to therein, Citibank, N.A., as Administrative Agent for the Banks (the "Administrative Agent"), The Bank of Nova Scotia, as Documentation Agent and San Paolo IMI S.p.A. as Syndication Agent. Capitalized terms used but not defined in this Note shall have the respective meanings assigned to them in the Credit Agreement. This Note is guaranteed pursuant to the Guaranty. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for optional and mandatory prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. FORM OF TERM NOTE - 2 - This Note shall be governed by, and construed in accordance with, the law of the State of New York. [OMNICOM FINANCE INC.] [OMNICOM FINANCE PLC] [OMNICOM CAPITAL INC.] By ------------------------------- Name: Title: FORM OF TERM NOTE EX-27 3 FDS --
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF OMNICOM GROUP INC. AND SUBSIDIARIES AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AS IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 353,462 39,421 3,214,247 50,435 0 4,520,236 991,484 542,911 8,803,246 5,082,263 1,550,147 0 0 93,543 1,407,520 8,803,246 0 1,379,015 0 838,867 411,743 2,342 18,595 262,410 108,469 143,538 0 0 0 143,538 0.82 0.78
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