EX-99.3 5 e13425ex99_3.txt AMENDMENT 2 TO THE CREDIT AGREEMENT 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: -2- (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. -3- 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 ------------------------------- 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 ------------------------------- 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 -4- ADMINISTRATIVE AGENT ABN AMRO BANK N.V., NEW YORK BRANCH, as Administrative Agent By: /s/ Thomas Rogers ------------------------------- 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 -5- JPMORGAN CHASE BANK By: /s/ William E. Rottino ------------------------------ Name: William E. Rottino, CFA Title: Vice President -6- THE NORTHERN TRUST COMPANY By: /s/ John A. Konstantos ------------------------------- Name: John A. Konstantos Title: Vice President -7- SOCIETE GENERALE, NEW YORK BRANCH By: /s/ Elaine Khalil ------------------------------- Name: Elaine Khalil Title: Director -8- CITIBANK, N.A. By: /s/ Carolyn A. Kee ------------------------------- Name: Carolyn A. Kee Title: Vice President -9- DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By ________________________________ Name: Title: By ________________________________ Name: Title: -10- HSBC BANK USA By: /s/ Johan Sorensson ------------------------------- Name: Johan Sorensson Title: First Vice President -11- BANK OF AMERICA, N.A. By ________________________________ Name: Title: -12- THE BANK OF NEW YORK By: /s/ Kenneth P. Sneider, Jr. ------------------------------- Name: Kenneth P. Sneider, Jr. Title: Vice President -13- MELLON BANK, N.A. By: /s/ Maria N. Sisto ------------------------------- Name: Maria N. Sisto Title: Vice President -14- SAN PAOLO IMI S.P.A By: /s/ Carlo Persico ------------------------------- Name: Carlo Persico Title: General Manager By: /s/ Robert Wurster ------------------------------- Name: Robert Wurster Title: Senior Vice President -15- WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Daniel Evans ------------------------------- Name: Daniel Evans Title: Managing Director -16- WESTPAC BANKING CORPORATION By: /s/ Andrew Ramsay ------------------------------- Name: Andrew Ramsay Title: Vice President