8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 24, 2006

OMNICOM GROUP, INC.
(Exact Name of Registrant as Specified in Charter)

New York
(State or Other Jurisdiction of Incorporation)  333-132625
(Commission File Number) 13-1514814  
(IRS Employer Identification No.)

437 Madison Avenue, New York, NY
(Address of Principal Executive Offices)  10022
(Zip Code)

Registrants’ telephone number, including area code: (212) 415-3600

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

        Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13c under the Exchange Act

 

Item 1.01 Entry Into a Material Definitive Agreement.

        See Item 2.03 below.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

        On March 29, 2006, Omnicom Group Inc., together with its wholly owned direct finance subsidiaries, Omnicom Capital Inc. and Omnicom Finance Inc. (collectively, the “Issuers”), closed its sale of $1.0 billion aggregate principal amount of 5.90% notes due 2016 (the “Notes”) pursuant to the Underwriting Agreement, dated March 24, 2006, among the Issuers and Citigroup Global Markets Inc., as representative of the several underwriters names therein. The Notes have been registered under the Securities Act of 1933 (the “Act”) pursuant to a registration statement on Form S-3 (File No. 333-132625) previously filed with the Securities and Exchange Commission under the Act.

        The net proceeds received by the Issuers, after deducting the underwriting discount and estimated offering expenses payable by the Issuers, were $987.7 million. The Issuers intend to use the net proceeds from the offering for general corporate purposes, which could include working capital, capital expenditures, acquisitions, refinancing of other debt or other capital transactions. The precise amounts and timing of the application of proceeds will depend upon the funding requirements of Omnicom Group Inc. and its subsidiaries at the time of issuance and the availability of other funds. The Notes are the joint and several unsecured and unsubordinated obligations of Omnicom Group Inc. and rank equal in right of payment to all of their respective existing and future unsecured senior indebtedness. The Indenture, defined below, does not contain any provision that would limit the Issuer’s ability to incur indebtedness or that would afford holders of Notes protection in the event of a sudden and significant decline in the credit quality or rating of Omnicom Group Inc. or a takeover, recapitalization or highly leveraged or similar transactions involving Omnicom Group Inc.

        The Notes were issued pursuant to an Indenture, dated as of March 29, 2006, between the Issuers and JPMorgan Chase Bank, N.A., as Trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of March 29, 2006, between the Issuers and the Trustee (as so amended, the “Indenture”). The Notes will bear interest from March 29. 2006 at a rate equal to 5.90% per year, payable semiannually on April 15 and October 15 of each year, commencing on October 15, 2006. Each interest payment will be made to the persons who are registered holders of the Notes on the immediately preceding April 1 and October 1, respectively.

        The Indenture contains covenants limiting the Issuers’ ability and their subsidiaries’ ability to, with certain exceptions (i) create certain liens; and (ii) consolidate or merge with, or convey, transfer or lease substantially all their assets to, another person.

        The Notes may be declared immediately due and payable by the Trustee or the holders of 25% of the principal amount of the Notes of the affected series if an event of default occurs under the Indenture and has not been cured. An event of default generally means that the Issuers (1) fail to pay the principal on a Note on its due date, (2) do not pay interest on a Note within 30 days of its due date, (3) remains in breach of any other term of the Indenture for 60 days after its receipt of written notice of such failure or (4) file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occurs.

        The Issuers have the right to redeem some or all of the Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes that would be due after the redemption date discounted to the date of redemption, plus a make whole spread equal to 25 basis points, plus accrued and unpaid interest to the redemption date, as applicable.

        The Underwriters and certain of their affiliates have provided from time to time, and may provide in the future commercial banking, derivatives and/or investment banking transactions with the Issuers and their affiliates in the ordinary course of business, for which they have received, or will receive customary fees and reimbursement of expenses. Citigroup Global Markets Inc. is one of the lead arrangers and book managers of the Issuers’ credit facilities. Certain of the other underwriters are also participants in the Issuers’ credit facilities.

 

        The forgoing description of the issuance, sale and terms of the Notes does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, the Indenture and the Supplemental Indenture entered into in connection therewith. The Underwriting Agreement and the Supplemental Indenture are attached hereto as Exhibits 1.1 and 4.2 and the Indenture is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

        (c) Exhibits.

        The following are being filed herewith:

Exhibit
Number Description

1.1 Underwriting Agreement, dated as of March 24, 2006 among Omnicom Group Inc., Omnicom Finance Inc., Omnicom Capital Inc., and Citigroup Global Markets, as representative of the several underwriters named therein.

4.1 Form of Senior Debt Securities Indenture (Filed as Exhibit 4.1 to the Registrants’ Registration Statement on Form S-3 (File No. 333- 132625 and incorporated herein by reference).

4.2 Supplemental Indenture, dated as of March 29. 2006, between Omnicom Group Inc., Omnicom Finance Inc., Omnicom Capital Inc., and JPMorgan Chase Bank, N.A.

4.3 Form of 5.90% Notes due 2016.

 

- -3-

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 hereunto duly authorized.

 Omnicom Group, Inc.

Date: March 29, 2006

By:	/s/ Philip J. Angelastro
Name:	Philip J. Angelastro
Title:	Senior Vice President Finance and Controller

 

EXHIBIT INDEX

Exhibit
Number Description

1.1 Underwriting Agreement, dated as of March 24, 2006 among Omnicom Group Inc., Omnicom Finance Inc., Omnicom Capital Inc., and Citigroup Global Markets, as representative of the several underwriters named therein.

4.1 Form of Senior Debt Securities Indenture (Filed as Exhibit 4.1 to the Registrants’ Registration Statement on Form S-3 (File No. 333- 132625 and incorporated herein by reference).

4.2 Supplemental Indenture, dated as of March 29. 2006, between Omnicom Group Inc., Omnicom Finance Inc., Omnicom Capital Inc., and JPMorgan Chase Bank, N.A.

4.3 Form of 5.90% Notes due 2016.

EX-1.1

                                                                    Exhibit 1.1

                                                                  EXECUTION COPY

                               Omnicom Group Inc.

                              Omnicom Capital Inc.

                              Omnicom Finance Inc.

                           5.90% Senior Notes due 2016

                             Underwriting Agreement

                                                              New York, New York
                                                                  March 24, 2006

To the Representatives named in
   Schedule I hereto of the
   Underwriters named in
   Schedule II hereto

Ladies and Gentlemen:

            Omnicom  Group Inc., a corporation  organized  under the laws of New
York (the  "Company"),  Omnicom Capital Inc., a corporation  organized under the
laws of Connecticut, and Omnicom Finance Inc., a corporation organized under the
laws of Delaware (the Company,  Omnicom  Capital Inc. and Omnicom  Finance Inc.,
hereinafter  collectively referred to as the "Issuers"),  propose to sell to the
several underwriters named in Schedule II hereto (the "Underwriters"),  for whom
you (the "Representatives") are acting as representatives,  the principal amount
of its  securities  identified in Schedule II hereto (the  "Securities"),  to be
issued under an indenture (the "Indenture")  dated as of March 29, 2006, between
the Issuers and JPMorgan Chase Bank,  N.A., a New York banking  association,  as
trustee  (the  "Trustee").  To the extent there are no  additional  Underwriters
listed on  Schedule I other than you,  the term  Representatives  as used herein
shall mean you, as Underwriters,  and the terms Representatives and Underwriters
shall mean either the singular or plural as the context requires.  Any reference
herein to the  Registration  Statement,  the Base  Prospectus,  any  Preliminary
Prospectus or the Final  Prospectus  shall be deemed to refer to and include the
documents  incorporated  by  reference  therein  pursuant to Item 12 of Form S-3
which were filed under the Exchange Act on or before the  Effective  Date of the
Registration Statement or the issue date of the Base Prospectus, any Preliminary
Prospectus or the Final Prospectus, as the case may be; and any reference herein
to  the  terms  "amend,"   "amendment"  or  "supplement"  with  respect  to  the
Registration Statement,  the Base Prospectus,  any Preliminary Prospectus or the
Final  Prospectus  shall be deemed  to refer to and  include  the  filing of any
document  under the Exchange Act after the  Effective  Date of the  Registration
Statement or the issue date of the Base Prospectus,  any Preliminary  Prospectus
or the Final Prospectus,  as the case may be, deemed to be incorporated  therein
by reference. Certain terms used herein are defined in Section 20 hereof.




            1.  Representations  and  Warranties.  The Company and the  Issuers,
where applicable,  represent and warrant to, and agree with, each Underwriter as
set forth below in this Section 1.

            (a) The Issuers meet the  requirements for use of Form S-3 under the
      Act and have  prepared and filed with the  Commission  an automatic  shelf
      registration  statement,  as defined in Rule 405 (the file number of which
      is set forth in Schedule I hereto) on Form S-3,  including a related  Base
      Prospectus, for registration under the Act of the offering and sale of the
      Securities. Such Registration Statement,  including any amendments thereto
      filed prior to the  Execution  Time,  became  effective  upon filing.  The
      Issuers may have filed with the Commission, as part of an amendment to the
      Registration Statement or pursuant to Rule 424(b), one or more preliminary
      prospectus  supplements  relating  to the  Securities,  each of which  has
      previously  been  furnished  to  you.  The  Issuers  will  file  with  the
      Commission a final  prospectus  supplement  relating to the  Securities in
      accordance with Rule 424(b).  As filed,  such final prospectus  supplement
      shall  contain  all  information   required  by  the  Act  and  the  rules
      thereunder, and, except to the extent the Representatives shall agree to a
      modification,  shall be in all substantive  respects in the form furnished
      to you prior to the Execution  Time or, to the extent not completed at the
      Execution Time,  shall contain only such specific  additional  information
      and other changes  (beyond that  contained in the Base  Prospectus and any
      Preliminary  Prospectus)  as the  Company has  advised  you,  prior to the
      Execution  Time,  will be  included  or  made  therein.  The  Registration
      Statement, at the Execution Time, meets the requirements set forth in Rule
      415(a)(1)(x).

            (b) On each Effective Date, the Registration Statement did, and when
      the Final  Prospectus is first filed in accordance with Rule 424(b) and on
      the  Closing  Date (as  defined  herein),  the Final  Prospectus  (and any
      supplement  thereto)  will,  comply  in all  material  respects  with  the
      applicable  requirements  of the  Act,  the  Exchange  Act and  the  Trust
      Indenture Act and the respective rules thereunder;  on each Effective Date
      and at the Execution Time, the Registration Statement did not and will not
      contain  any  untrue  statement  of a  material  fact or omit to state any
      material fact required to be stated  therein or necessary in order to make
      the statements  therein not  misleading;  on the Effective Date and on the
      Closing Date,  the  Indenture did or will comply in all material  respects
      with the applicable  requirements of the Trust Indenture Act and the rules
      thereunder;  and on the date of any filing  pursuant to Rule 424(b) and on
      the Closing  Date,  the Final  Prospectus  (together  with any  supplement
      thereto) will not include any untrue  statement of a material fact or omit
      to state a  material  fact  necessary  in  order  to make  the  statements
      therein, in the light of the circumstances under which they were made, not
      misleading;  provided,  however, that the Company makes no representations
      or  warranties  as to (i) that part of the  Registration  Statement  which
      shall  constitute the Statement of Eligibility  (Form T-1) under the Trust
      Indenture  Act of the  Trustee  or (ii) the  information  contained  in or
      omitted from the  Registration  Statement or the Final  Prospectus (or any
      supplement  thereto) in reliance upon and in conformity  with  information
      furnished  in  writing to the  Company by or on behalf of any  Underwriter
      through the Representatives specifically for inclusion in the Registration
      Statement or the Final  Prospectus (or any supplement  thereto),  it being
      understood and agreed that the only such information furnished by or on


                                       2


      behalf of any Underwriters  consists of the information  described as such
      in Section 8 hereof.

            (c)  (i)  The  Disclosure  Package  and  each  electronic   roadshow
      identified on Schedule V hereto,  when taken together as a whole, does not
      contain  any  untrue  statement  of a  material  fact or omit to state any
      material fact  necessary in order to make the statements  therein,  in the
      light of the circumstances under which they were made, not misleading. The
      preceding  sentence does not apply to statements in or omissions  from the
      Disclosure  Package based upon and in conformity with written  information
      furnished to the Company by any  Underwriter  through the  Representatives
      specifically for use therein, it being understood and agreed that the only
      such information  furnished by or on behalf of any Underwriter consists of
      the information described as such in Section 8 hereof.

            (d) (i) At the time of filing the  Registration  Statement,  (ii) at
      the  time  of the  most  recent  amendment  thereto  for the  purposes  of
      complying with Section  10(a)(3) of the Act (whether such amendment was by
      post-effective  amendment,  incorporated report filed pursuant to Sections
      13 or 15(d) of the Exchange Act or form of prospectus),  (iii) at the time
      the Issuers or any person acting on their behalf (within the meaning,  for
      this  clause  only,  of  Rule  163(c))  made  any  offer  relating  to the
      Securities  in  reliance  on the  exemption  in Rule 163,  and (iv) at the
      Execution  Time (with such date being used as the  determination  date for
      purposes of this clause (iv)),  each of the Issuers was or is (as the case
      may be) a "well-known seasoned issuer" as defined in Rule 405. The Company
      agrees  to pay  the  fees  required  by  the  Commission  relating  to the
      Securities  within the time required by Rule  456(b)(1)  without regard to
      the proviso  therein and  otherwise  in  accordance  with Rules 456(b) and
      457(r).

            (e) (i) At the  earliest  time after the filing of the  Registration
      Statement  that the Issuers or another  offering  participant  made a bona
      fide offer (within the meaning of Rule  164(h)(2)) of the  Securities  and
      (ii)  as of  the  Execution  Time  (with  such  date  being  used  as  the
      determination date for purposes of this clause (ii)), the Issuers were not
      and are not an Ineligible Issuer (as defined in Rule 405),  without taking
      account of any  determination by the Commission  pursuant to Rule 405 that
      it is not necessary that the Issuers be considered an Ineligible Issuer.

            (f)  Each  Issuer  Free  Writing  Prospectus  does not  include  any
      information   that  conflicts  with  the  information   contained  in  the
      Registration  Statement,  including any document  incorporated therein and
      any  prospectus  supplement  deemed to be a part thereof that has not been
      superseded  or  modified.   The  foregoing  sentence  does  not  apply  to
      statements in or omissions from any Issuer Free Writing  Prospectus  based
      upon and in conformity with written  information  furnished to the Company
      by any  Underwriter  through  the  Representatives  specifically  for  use
      therein,  it being  understood  and  agreed  that  only  such  information
      furnished by or on behalf of any  Underwriter  consists of the information
      described as such in Section 8 hereof.

            (g) KPMG LLP, whose report accompanies the financial  statements and
      supporting  schedules  included in or  incorporated  by reference into the
      Final Prospectus,


                                       3


      is an independent  registered  public  accounting firm with respect to the
      Company and its consolidated subsidiaries within the meaning of Regulation
      S-X under the Act.

            (h) The financial  statements,  together with the related  schedules
      and notes,  included in or  incorporated  by reference in the  Preliminary
      Prospectus,  the Final Prospectus and the Registration  Statement  present
      fairly, in all material  respects,  the financial  position of the Company
      and  its  consolidated   subsidiaries  at  the  dates  indicated  and  the
      statements  of  operations,  stockholders'  equity  and cash  flows of the
      Company and its consolidated  subsidiaries for the periods specified, said
      financial  statements  have been  prepared in  conformity  with  generally
      accepted  accounting  principles  ("GAAP")  applied on a consistent  basis
      throughout  the  periods  involved.  The  supporting  schedules,  if  any,
      included in or incorporated by reference into the Preliminary  Prospectus,
      the Final Prospectus and the Registration Statement present fairly, in all
      material respects,  in accordance with GAAP the information required to be
      stated  therein.  The selected  financial data included in the Preliminary
      Prospectus,  the Final Prospectus and the Registration  Statement  present
      fairly, in all material  respects,  the information shown therein and have
      been compiled on a basis consistent with that of the financial  statements
      incorporated  by  reference  into the  Preliminary  Prospectus,  the Final
      Prospectus and the Registration Statement.

            (i) Each of the  Issuers has been duly  incorporated  and is validly
      existing as a corporation  in good standing under the laws of the State of
      its incorporation  and has the requisite  corporate power and authority to
      own,  lease and  operate  its  properties  and to conduct  its  respective
      business as described in the Disclosure  Package and the Final  Prospectus
      and to enter into and perform its obligations under this Agreement and the
      Indenture;  and  none  of  them  are  required  to  qualify  as a  foreign
      corporation  to transact  business in any other  jurisdiction,  whether by
      reason of the ownership or leasing of property or the conduct of business,
      except where the failure so to qualify or to be in good standing (i) could
      reasonably  be  expected  to  have  a  material   adverse  effect  on  the
      performance  of  this  Agreement  or  the   consummation  of  any  of  the
      transactions  contemplated  hereby or (ii) could reasonably be expected to
      have a material adverse effect on the condition  (financial or otherwise),
      prospects,  earnings,  business  or  properties  of the  Company  and  its
      subsidiaries,  taken as a whole,  whether or not arising from transactions
      in the ordinary course of business (a "Material Adverse Effect").

            (j) The  authorized,  issued and  outstanding  capital  stock of the
      Company is as set forth in the Disclosure Package and the Final Prospectus
      in the column entitled "Actual" under the caption "Capitalization" (except
      for  subsequent   repurchases  by  the  Company,   issuances  pursuant  to
      reservations,  agreements, incentive stock option plans referred to in the
      Disclosure  Package or Final  Prospectus  or pursuant  to the  exercise of
      convertible securities or options referred to in the Disclosure Package or
      Final Prospectus).  The shares of issued and outstanding  capital stock of
      the Company  have been duly  authorized  and validly  issued and are fully
      paid and  non-assessable;  none of the outstanding shares of capital stock
      of the Company was issued in violation of the  preemptive or other similar
      rights of any securityholder of the Company.


                                       4


            (k) The Company is a holding  company  that  conducts  its  business
      through over 1,000 separate subsidiary entities (each, a "Subsidiary", and
      together,  the  "Subsidiaries").  There is no  matter  arising  out of the
      organization,   existence,   capitalization,   compliance   with  laws  or
      contractual or other  construction  of any agreement of or relating to any
      such  Subsidiary or all of such  Subsidiaries  in the aggregate that would
      reasonably be expected to have a Material Adverse Effect.

            (l)  Except for such of the  following  as would not have a Material
      Adverse  Effect,  there are no consensual  encumbrances or restrictions on
      the  ability  of any  Subsidiary  (i) to pay any  dividends  or  make  any
      distributions   on  such   Subsidiary's   capital  stock  or  to  pay  any
      indebtedness owed to the Company or any of its other Subsidiaries, (ii) to
      make any loans or advances  to, or  investments  in, the Company or any of
      its other Subsidiaries, or (iii) to transfer any of its property or assets
      to the Company or any of its other Subsidiaries.

            (m) This Agreement has been duly authorized,  executed and delivered
      by the Issuers.

            (n) The Indenture has been duly  authorized by the Issuers and, when
      executed and delivered by the Issuers and the Trustee,  will  constitute a
      valid and  binding  agreement  of the  Issuers,  enforceable  against  the
      Issuers in accordance with its terms,  except as the  enforcement  thereof
      may be limited by bankruptcy,  insolvency (including,  without limitation,
      all laws relating to fraudulent transfers), reorganization,  moratorium or
      similar laws  affecting  enforcement  of creditors'  rights  generally and
      except as enforcement  thereof is subject to general  principles of equity
      (regardless of whether enforcement is considered in a proceeding in equity
      or at law).

            (o) The  Securities  have been duly  authorized  and, at the Closing
      Date, will have been duly executed by the Issuers and, when authenticated,
      issued and  delivered  in the manner  provided  for in the  Indenture  and
      delivered  against  payment of the purchase  price therefor as provided in
      this  Agreement,  will  constitute  valid and binding  obligations  of the
      Issuers,  enforceable  against the Issuers in accordance with their terms,
      except as the enforcement thereof may be limited by bankruptcy, insolvency
      (including,   without   limitation,   all  laws   relating  to  fraudulent
      transfers),   reorganization,   moratorium   or  similar  laws   affecting
      enforcement  of  creditors'  rights  generally  and except as  enforcement
      thereof is subject to general  principles  of equity  (including,  without
      limitation,  good  faith,  fair  dealing  and  reasonableness,   equitable
      defenses,   the  exercise  of  judicial   discretion  and  limits  on  the
      enforceability  of  equitable   remedies,   whether  such  principles  are
      considered in a proceeding  at law or in equity),  and will be in the form
      contemplated by, and entitled to the benefits of, the Indenture.

            (p) The  Securities  and the Indenture  will conform in all material
      respects to the respective  statements  relating thereto  contained in the
      Disclosure Package and the Final Prospectus.

            (q)  Neither  the  Company  nor  any of its  Subsidiaries  (a) is in
      violation of its charter, by-laws or other organizational documents or (b)
      in default in the performance or


                                       5


      observance of any obligation,  agreement,  covenant or condition contained
      in any  contract,  indenture,  mortgage,  deed of  trust,  loan or  credit
      agreement,  note,  lease or other  agreement  or  instrument  to which the
      Company or any of its  Subsidiaries is a party or by which it may be bound
      or to which any of the  property  or assets of the  Company  or any of its
      Subsidiaries may be subject (collectively,  "Agreements and Instruments"),
      except for such  defaults  violations  that would not result in a Material
      Adverse  Effect;  and the  execution,  delivery  and  performance  of this
      Agreement,  the Indenture and the  Securities  and any other  agreement or
      instrument  entered  into or issued or to be entered into or issued by the
      Issuers in connection with the transactions contemplated hereby or thereby
      or in the Disclosure Package and the Final Prospectus and the consummation
      of the transactions  contemplated herein and in the Disclosure Package and
      the Final  Prospectus  (including  the issuance and sale of the Securities
      and the use of the proceeds  from the sale of the  Securities as described
      in the Disclosure  Package and the Final Prospectus under the caption "Use
      of  Proceeds")  and  compliance  by the  Issuers  with  their  obligations
      hereunder have been duly authorized by all necessary  corporate action and
      do not and will  not,  whether  with or  without  the  giving of notice or
      passage  of time or both,  conflict  with or  constitute  a breach  of, or
      default or a Repayment  Event (as defined  below) under,  or result in the
      creation  or  imposition  of any  lien,  charge  or  encumbrance  upon any
      property or assets of the Company or any of its Subsidiaries  pursuant to,
      the Agreements and  Instruments  except (in the case of (b) only) for such
      conflicts,  breaches or defaults or Repayment  Events,  liens,  charges or
      encumbrances that, individually or in the aggregate, would not result in a
      Material  Adverse Effect,  nor will such action result in any violation of
      the  provisions  of the  charter or  by-laws of the  Company or any of its
      Subsidiaries or any applicable law, statute, rule,  regulation,  judgment,
      order,  writ or decree of any government,  government  instrumentality  or
      court, domestic or foreign, having jurisdiction over the Company or any of
      its Subsidiaries or any of their assets,  properties or operations  except
      for any of the foregoing as would not have a Material  Adverse Effect.  As
      used herein, a "Repayment  Event" means any event or condition which gives
      the holder of any note,  debenture or other evidence of  indebtedness  (or
      any  person  acting on such  holder's  behalf)  the right to  require  the
      repurchase,   redemption  or  repayment  of  all  or  a  portion  of  such
      indebtedness by the Company or any of its Subsidiaries.

            (r) No labor dispute with the employees of the Company or any of its
      Subsidiaries exists or, to the knowledge of the Company, is imminent,  and
      the Company is not aware of any existing or imminent labor  disturbance by
      the  employees  of any of  its  or  any  of  its  Subsidiaries'  principal
      suppliers,  customers  or  contractors,  which,  in  any  such  case,  may
      reasonably be expected to result in a Material Adverse Effect.

            (s) Except as  disclosed  in the  Disclosure  Package  and the Final
      Prospectus, there is no action, suit, proceeding, inquiry or investigation
      before or brought by any court or governmental agency or body, domestic or
      foreign,  now  pending or, to the  knowledge  of the  Company,  threatened
      against or affecting  the Company or any of its  Subsidiaries  which might
      reasonably be expected to result in a Material  Adverse  Effect,  or which
      might  reasonably  be  expected to  materially  and  adversely  affect the
      properties or assets of the Company or any of its Subsidiaries, taken as a
      whole,  or the  consummation  of the  transactions  contemplated  by  this
      Agreement or the performance by


                                       6


      the Company of its  obligations  hereunder.  The  aggregate of all pending
      legal or  governmental  proceedings  to which  the  Company  or any of its
      Subsidiaries  is a party or of which any of their  respective  property or
      assets is the subject  which are not described in the  Disclosure  Package
      and the Final Prospectus, including ordinary routine litigation incidental
      to the business,  could not reasonably be expected to result in a Material
      Adverse Effect.

            (t) The Company and its Subsidiaries own or possess,  or can acquire
      on reasonable terms adequate patents, patent rights, licenses, inventions,
      copyrights,  know-how (including trade secrets and other unpatented and/or
      unpatentable   proprietary  or   confidential   information,   systems  or
      procedures)  trademarks,  service marks, trade names or other intellectual
      property (collectively,  "Intellectual Property") necessary to continue to
      carry on the business now operated by them in all material  respects,  and
      neither the Company nor any of its Subsidiaries has received any notice or
      is otherwise aware of any infringement of or conflict with asserted rights
      of others  with  respect to any  Intellectual  Property or of any facts or
      circumstances  which would  render any  Intellectual  Property  invalid or
      inadequate  to  protect  the  interest  of  the  Company  or  any  of  its
      Subsidiaries  therein except for such of the foregoing as would not result
      in a Material Adverse Effect.

            (u) No filing with, or authorization,  approval,  consent,  license,
      order, registration, qualification or decree of, any court or governmental
      authority or agency is necessary  or required for the  performance  by the
      Issuers of their obligations  hereunder,  in connection with the offering,
      issuance or sale of the Securities  hereunder or the  consummation  of the
      transactions  contemplated  by this  Agreement  or for the due  execution,
      delivery  or  performance  of  this  Agreement  and the  Indenture  by the
      Issuers,  except (i) such as have been already obtained,  (ii) such as may
      be required by the  securities  or blue sky laws of the various  states in
      connection  with the purchase and  distribution  of the  Securities by the
      Underwriters  in  the  manner   contemplated   herein  and  in  the  Final
      Prospectus.

            (v) The Company and its Subsidiaries possess such permits, licenses,
      approvals, consents and other authorizations (collectively,  "Governmental
      Licenses")  issued by the  appropriate  federal,  state,  local or foreign
      regulatory  agencies  or bodies  necessary  to  continue  to  conduct  the
      business now operated by them in all material aspects; the Company and its
      Subsidiaries  are in compliance  with the terms and conditions of all such
      Governmental Licenses,  except where the failure to have such Governmental
      Licenses or to so comply  would not,  either  singly or in the  aggregate,
      have a Material Adverse Effect; all of the Governmental Licenses are valid
      and in  full  force  and  effect,  except  where  the  invalidity  of such
      Governmental  Licenses or the failure of such Governmental  Licenses to be
      in full force and effect  would not have a Material  Adverse  Effect;  and
      neither the Company nor any of its Subsidiaries has received any notice of
      proceedings  relating  to the  revocation  or  modification  of  any  such
      Governmental  Licenses  which,  individually  or in the aggregate,  if the
      subject of an unfavorable decision,  ruling or finding,  would result in a
      Material Adverse Effect.

            (w)  The  Company  and  each  of  its  Subsidiaries  have  good  and
      marketable  title  to all real  property  owned  by the  Company  and such
      Subsidiary and good title to all other


                                       7


      properties  owned by them, in each case,  free and clear of all mortgages,
      pledges, liens, security interests,  claims,  restrictions or encumbrances
      of any kind except such as (a) are described in the Disclosure Package and
      the Final  Prospectus or (b) would not,  individually or in the aggregate,
      have a  Material  Adverse  Effect,  and all of the  leases  and  subleases
      material to the business of the Company and its  Subsidiaries,  considered
      as one enterprise,  and under which the Company or any of its Subsidiaries
      holds  properties  described  in the  Disclosure  Package  and  the  Final
      Prospectus , are in full force and effect, and neither the Company nor any
      of its  Subsidiaries has any notice of any material claim of any sort that
      has been asserted by anyone adverse to the rights of the Company or any of
      its Subsidiaries under any of the leases or subleases  mentioned above, or
      affecting  or  questioning  the  rights  of  the  Company  or  any  of its
      Subsidiaries  to the  continued  possession  of the  leased  or  subleased
      premises  under  any  such  lease  or  sublease,  except  for  such of the
      foregoing as would not have a Material Adverse Effect.

            (x) The Company maintains a system of internal  accounting  controls
      sufficient  to provide  reasonable  assurance  that (i)  transactions  are
      executed   in   accordance   with   management's   general   or   specific
      authorizations;  (ii)  transactions  are  recorded as  necessary to permit
      preparation of financial  statements in conformity with generally accepted
      accounting  principles and to maintain  accountability  for assets;  (iii)
      access to assets is permitted only in accordance with management's general
      or specific authorization; and (iv) the recorded accountability for assets
      is  compared  with  the  existing  assets  at  reasonable   intervals  and
      appropriate action is taken with respect to any differences.

            (y) Except as  described  in the  Disclosure  Package  and the Final
      Prospectus  and except such matters as would not,  individually  or in the
      aggregate,  result in a Material  Adverse Effect,  (A) neither the Company
      nor any of its Subsidiaries is in violation of any federal,  state,  local
      or foreign statute, law, rule, regulation, ordinance, code, policy or rule
      of common law or any judicial or  administrative  interpretation  thereof,
      including  any  judicial  or  administrative  order,  consent,  decree  or
      judgment,  relating  to  pollution  or  protection  of human  health,  the
      environment  (including,  without limitation,  ambient air, surface water,
      groundwater,  land surface or subsurface  strata) or wildlife,  including,
      without  limitation,  laws and  regulations  relating  to the  release  or
      threatened release of chemicals, pollutants,  contaminants,  wastes, toxic
      substances,   hazardous   substances,   petroleum  or  petroleum  products
      (collectively,  "Hazardous Materials") or to the manufacture,  processing,
      distribution,  use, treatment, storage, disposal, transport or handling of
      Hazardous Materials (collectively,  "Environmental Laws"), (B) the Company
      and its  Subsidiaries  have  all  permits,  authorizations  and  approvals
      required  under  any  applicable   Environmental  Laws  and  are  each  in
      compliance with their  requirements,  (C) there are no pending,  or to the
      knowledge  of the Company  after due inquiry,  threatened  administrative,
      regulatory or judicial actions,  suits, demands,  demand letters,  claims,
      liens, notices of noncompliance or violation, investigation or proceedings
      relating  to any  Environmental  Law  against  the  Company  or any of its
      Subsidiaries  and (D) to the  knowledge of the Company  after due inquiry,
      there are no events or circumstances  that might reasonably be expected to
      form the basis of an order for clean-up or remediation, or an action, suit
      or proceeding by any private party or


                                       8


      governmental  body or agency,  against or affecting  the Company or any of
      its Subsidiaries relating to Hazardous Materials or Environmental Laws.

            (z) The  Issuers  are not,  and upon  the  issuance  and sale of the
      Securities as herein  contemplated and the application of the net proceeds
      therefrom as described in the Disclosure  Package and the Final Prospectus
      will not be,  an  "investment  company"  or an entity  "controlled"  by an
      "investment  company" as such terms are defined in the Investment  Company
      Act of 1940, as amended.

            (aa) Omnicom  Finance Inc. and Omnicom Capital Inc. are wholly owned
      subsidiaries   of  the  Company   with  no   independent   operations   or
      subsidiaries.

            (bb)  Neither the Company  nor any of its  subsidiaries  nor, to the
      knowledge  of the  Company,  any  director,  officer,  agent,  employee or
      affiliate  of the  Company or any of its  subsidiaries  is aware of or has
      taken any action, directly or indirectly, that would result in a violation
      by such Persons of the FCPA, including, without limitation,  making use of
      the mails or any means or instrumentality of interstate commerce corruptly
      in furtherance of an offer,  payment,  promise to pay or  authorization of
      the payment of any money,  or other  property,  gift,  promise to give, or
      authorization of the giving of anything of value to any "foreign official"
      (as such term is defined in the FCPA) or any  foreign  political  party or
      official  thereof  or any  candidate  for  foreign  political  office,  in
      contravention of the FCPA and the Company,  its  subsidiaries  and, to the
      knowledge of the Company,  its affiliates have conducted their  businesses
      in compliance with the FCPA.

            "FCPA" means Foreign Corrupt Practices Act of 1977, as amended,  and
      the rules and regulations promulgated thereunder.

            (cc) The operations of the Company and its subsidiaries are and have
      been  conducted  at all  times in  compliance  with  applicable  financial
      recordkeeping  and  reporting  requirements  of the  Currency  and Foreign
      Transactions  Reporting  Act of 1970,  as  amended,  the money  laundering
      statutes of all  jurisdictions,  the rules and regulations  thereunder and
      any  related  or  similar  rules,   regulations  or  guidelines,   issued,
      administered or enforced by any  governmental  agency  (collectively,  the
      "Money  Laundering  Laws") and no action,  suit or proceeding by or before
      any court or  governmental  agency,  authority  or body or any  arbitrator
      involving the Company or any of its subsidiaries with respect to the Money
      Laundering  Laws is  pending  or, to the best  knowledge  of the  Company,
      threatened.

            (dd)  Neither the Company  nor any of its  subsidiaries  nor, to the
      knowledge  of the  Company,  any  director,  officer,  agent,  employee or
      affiliate of the Company or any of its  subsidiaries is currently  subject
      to any U.S. sanctions administered by the Office of Foreign Assets Control
      of the  U.S.  Treasury  Department  ("OFAC");  and the  Company  will  not
      directly  or  indirectly  use  the  proceeds  of the  offering,  or  lend,
      contribute or otherwise make  available  such proceeds to any  subsidiary,
      joint  venture  partner  or other  person or  entity,  for the  purpose of
      financing  the  activities  of any  person  currently  subject to any U.S.
      sanctions administered by OFAC.


                                       9


            (ee) No holders of  securities  of the  Company  have  rights to the
      registration of such securities under the Registration Statement.

            Any  certificate  signed by any  officer of any of the  Issuers  and
delivered to the  Representatives  or counsel for the Underwriters in connection
with the  offering  of the  Securities  shall be  deemed  a  representation  and
warranty by the Issuers, as to matters covered thereby, to each Underwriter.

            2.  Purchase and Sale.  Subject to the terms and  conditions  and in
reliance upon the  representations  and warranties herein set forth, the Company
agrees to sell to each Underwriter,  and each Underwriter agrees,  severally and
not jointly,  to purchase from the Company,  at the purchase  price set forth in
Schedule I hereto the principal amount of the Securities set forth opposite such
Underwriter's name in Schedule II hereto.

            3. Delivery and Payment.  Delivery of and payment for the Securities
shall be made on the date and at the time  specified  in Schedule I hereto or at
such  time on such  later  date not more  than  three  Business  Days  after the
foregoing date as the Representatives  shall designate,  which date and time may
be  postponed  by agreement  between the  Representatives  and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for the
Securities being herein called the "Closing  Date").  Delivery of the Securities
shall be made to the  Representatives for the respective accounts of the several
Underwriters   against   payment  by  the  several   Underwriters   through  the
Representatives  of the  purchase  price  thereof  to or upon  the  order of the
Company by wire transfer  payable in same-day  funds to an account  specified by
the Company.  Delivery of the Securities shall be made through the facilities of
The  Depository  Trust  Company  unless  the  Representatives   shall  otherwise
instruct.

            4.  Offering  by  Underwriters.  It is  understood  that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Final Prospectus.

            5. Agreements. The Issuers agree with the several Underwriters that:

            (a) Prior to the termination of the offering of the Securities,  the
      Company  will not file any  amendment  of the  Registration  Statement  or
      supplement (including the Final Prospectus or any Preliminary  Prospectus)
      to the Base  Prospectus  unless the Company has  furnished  you a copy for
      your review prior to filing and will not file any such proposed  amendment
      or supplement to which you reasonably  object.  The Company will cause the
      Final Prospectus,  properly  completed,  and any supplement  thereto to be
      filed  in a form  approved  by the  Representatives  with  the  Commission
      pursuant to the applicable paragraph of Rule 424(b) within the time period
      prescribed and will provide evidence  satisfactory to the  Representatives
      of  such  timely   filing.   The   Company   will   promptly   advise  the
      Representatives  when the Final  Prospectus,  and any supplement  thereto,
      shall have been filed (if required) with the  Commission  pursuant to Rule
      424(b), when, prior to termination of the offering of the Securities,  any
      amendment to the  Registration  Statement  shall have been filed or become
      effective,  (4) of any  request  by the  Commission  or its  staff for any
      amendment of the Registration Statement or for any supplement to the Final
      Prospectus or for any additional  information,  (5) of the issuance by the
      Commission  of  any  stop  order  suspending  the   effectiveness  of  the
      Registration


                                       10


      Statement  or of any notice  objecting  to its use or the  institution  or
      threatening  of any  proceeding for that purpose and (6) of the receipt by
      the Company of any  notification  with  respect to the  suspension  of the
      qualification  of the  Securities  for  sale  in any  jurisdiction  or the
      institution or threatening of any proceeding for such purpose. The Company
      will use its  reasonable  best efforts to prevent the issuance of any such
      stop order or the  occurrence  of any such  suspension or objection to the
      use of the Registration  Statement and, upon such issuance,  occurrence or
      notice of objection,  to obtain as soon as possible the withdrawal of such
      stop order or relief from such  occurrence  or  objection,  including,  if
      necessary,  by filing an amendment to the Registration  Statement or a new
      registration  statement and using its reasonable best efforts to have such
      amendment  or new  registration  statement  declared  effective as soon as
      practicable.

            (b) To prepare a final term sheet,  containing  solely a description
      of final terms the Securities,  in the form attached as Schedule IV hereto
      and to file  such term  sheet  pursuant  to Rule  433(d)  within  the time
      required by such Rule.

            (c) If,  at any  time  prior  to the  filing  of a final  prospectus
      pursuant  to Rule  424(b),  any  event  occurs  as a result  of which  the
      Disclosure  Package would include any untrue  statement of a material fact
      or omit to state  any  material  fact  necessary  to make  the  statements
      therein in the light of the  circumstances  under  which they were made at
      such  time not  misleading,  the  Company  will (i)  notify  promptly  the
      Representatives  so that any use of the Disclosure Package may cease until
      it is amended or  supplemented;  (ii) amend or supplement  the  Disclosure
      Package  to correct  such  statement  or  omission;  and (iii)  supply any
      amendment or  supplement to you in such  quantities as you may  reasonably
      request.

            (d) If,  at any  time  when the  Final  Prospectus  relating  to the
      Securities  is  required  to be  delivered  under  the Act  (including  in
      circumstances  where such  requirement  may be satisfied  pursuant to Rule
      172), any event occurs as a result of which the Final Prospectus,  as then
      supplemented,  would  include any untrue  statement of a material  fact or
      omit to state any material fact necessary to make the  statements  therein
      in the light of the circumstances  under which they were made at such time
      not  misleading,  or if it shall be  necessary  to amend the  Registration
      Statement,  file a new  registration  statement  or  supplement  the Final
      Prospectus  to comply with the Act or the Exchange  Act or the  respective
      rules  thereunder,  including  in  connection  with use or delivery of the
      Final Prospectus, the Company promptly will (i) notify the Representatives
      of such event,  (ii) prepare and file with the Commission,  subject to the
      second  sentence  of  paragraph  (a) of this  Section 5, an  amendment  or
      supplement or new registration statement which will correct such statement
      or omission  or effect  such  compliance,  (iii) use its  reasonable  best
      efforts  to  have  any  amendment  to the  Registration  Statement  or new
      registration  statement declared effective as soon as practicable in order
      to avoid any disruption in use of the Final Prospectus and (iv) supply any
      supplemented  Final  Prospectus  to  you in  such  quantities  as you  may
      reasonably request.

            (e)  As  soon  as  practicable,  the  Company  will  make  generally
      available to its security holders and to the  Representatives  an earnings
      statement or statements (which


                                       11


      need not be  audited)  of the  Company  and its  subsidiaries  which  will
      satisfy the provisions of Section 11(a) of the Act and Rule 158.

            (f) The  Company  will  furnish to each of the  Representatives  and
      counsel  for the  Underwriters,  without  charge,  one signed  copy of the
      Registration  Statement  (including  exhibits  thereto)  and to each other
      Underwriter  a  copy  of  the  Registration  Statement  (without  exhibits
      thereto)  and, so long as delivery of a prospectus  by an  Underwriter  or
      dealer may be required by the Act (including in  circumstances  where such
      requirement may be satisfied pursuant to Rule 172), as many copies of each
      Preliminary Prospectus,  the Final Prospectus and each Issuer Free Writing
      Prospectus  and  any  supplement  thereto  as  the   Representatives   may
      reasonably request. The Company will pay the expenses of printing or other
      production of all documents relating to the offering.

            (g) The Company will arrange, if necessary, for the qualification of
      the  Securities  for  sale  under  the laws of such  jurisdictions  as the
      Representatives may designate, will maintain such qualifications in effect
      so long as required for the  distribution  of the  Securities and will pay
      any fee of the  National  Association  of  Securities  Dealers,  Inc.,  in
      connection  with its  review of the  offering;  provided  that in no event
      shall  the  Company  be  obligated  to  qualify  to  do  business  in  any
      jurisdiction  where it is not now so  qualified or to take any action that
      (i) would  subject it to  service  of  process in suits,  other than those
      arising  out of the  offering  or sale of the  Securities,  or (ii)  would
      subject it to payment of taxes, in any jurisdiction where it is not now so
      subject.

            (h) The Issuers agree that, unless they have obtained or will obtain
      the prior written consent of the  Representatives,  and each  Underwriter,
      severally  and not jointly,  agrees with the Issuers  that,  unless it has
      obtained or will obtain,  as the case may be, the prior written consent of
      the Company,  it has not made and will not make any offer  relating to the
      Securities that would constitute an Issuer Free Writing Prospectus or that
      would otherwise constitute a "free writing prospectus" (as defined in Rule
      405)  required to be filed by the Issuers with the  Commission or retained
      by the Issuers under Rule 433; other than the information contained in the
      final term sheet  prepared  and filed  pursuant  to Section  5(b)  hereto;
      provided  that the prior  written  consent of the parties  hereto shall be
      deemed to have been  given in  respect  of the Free  Writing  Prospectuses
      included  in Schedule  III and  Schedule V hereto.  Any such free  writing
      prospectus   consented  to  by  the  Representatives  or  the  Company  is
      hereinafter  referred to as a  "Permitted  Free Writing  Prospectus."  The
      Issuers  agree that (x) they have treated and will treat,  as the case may
      be, each  Permitted  Free  Writing  Prospectus  as an Issuer Free  Writing
      Prospectus and (y) they have complied and will comply, as the case may be,
      with the  requirements  of Rules 164 and 433  applicable  to any Permitted
      Free Writing  Prospectus,  including in respect of timely  filing with the
      Commission, legending and record keeping.

            (i) The  Issuers  will not,  without  the prior  written  consent of
      Citigroup Global Markets Inc., offer,  sell,  contract to sell, pledge, or
      otherwise dispose of, (or enter into any transaction which is designed to,
      or might reasonably be expected to, result in the disposition  (whether by
      actual  disposition  or  effective   economic   disposition  due  to  cash
      settlement or otherwise) by the Issuers or any affiliate of the Issuers or
      any person in privity  with the Issuers or any  affiliate  of the Issuers)
      directly or indirectly, including the


                                       12


      filing (or  participation in the filing) of a registration  statement with
      the  Commission  in respect of, or establish or increase a put  equivalent
      position or liquidate or decrease a call  equivalent  position  within the
      meaning of Section 16 of the Exchange Act, any debt  securities  issued or
      guaranteed by the Issuers (other than the Securities) or publicly announce
      an  intention to effect any such  transaction,  until the Business Day set
      forth on Schedule I hereto.

            (j) The Issuers will not take,  directly or  indirectly,  any action
      designed to or that would  constitute or that might reasonably be expected
      to cause or result in, under the Exchange Act or otherwise,  stabilization
      or  manipulation of the price of any security of the Company to facilitate
      the sale or resale of the Securities.

            6.   Conditions  to  the  Obligations  of  the   Underwriters.   The
obligations of the  Underwriters to purchase the Securities  shall be subject to
the accuracy of the  representations  and  warranties on the part of the Issuers
contained  herein as of the Execution Time and the Closing Date, to the accuracy
of the  statements  of the  Issuers  made in any  certificates  pursuant  to the
provisions  hereof,  to the  performance  by the  Issuers  of their  obligations
hereunder and to the following additional conditions:

            (a) The Final Prospectus, and any supplement thereto, has been filed
      in the manner and within the time  period  required  by Rule  424(b);  the
      final  term  sheet  contemplated  by Section  5(b)  hereto,  and any other
      material required to be filed by the Issuers pursuant to Rule 433(d) under
      the Act, shall have been filed with the  Commission  within the applicable
      time  periods  prescribed  for such filings by Rule 433; and no stop order
      suspending the  effectiveness of the Registration  Statement or any notice
      objecting  to its use shall have been issued and no  proceedings  for that
      purpose  shall  have  been  instituted  or,  to the  Company's  knowledge,
      threatened.

            (b) The  Company  shall have  requested  and  caused  Jones Day LLP,
      counsel for the Company,  to have furnished to the  Representatives  their
      opinion,  dated the Closing Date and addressed to the Representatives,  in
      substantially the form attached as Exhibit A hereto.

            (c) The Company  shall have  requested and caused  Michael  O'Brien,
      general counsel for the Company,  to have furnished to the Representatives
      his opinion,  dated the Closing Date and addressed to the Representatives,
      in substantially the form attached as Exhibit B hereto.

            (d) The Company shall have requested and caused Gilbride, Tusa, Last
      & Spellane,  LLC,  special local counsel for Omnicom Capital Inc., to have
      furnished to the Representatives their opinion, dated the Closing Date and
      addressed to the  Representatives,  in substantially  the form attached as
      Exhibit C hereto.

            (e) The Representatives shall have received from Shearman & Sterling
      LLP,  counsel for the  Underwriters,  such opinion or opinions,  dated the
      Closing  Date and  addressed to the  Representatives,  with respect to the
      issuance  and sale of the  Securities,  the  Indenture,  the  Registration
      Statement, the Disclosure Package, the Final Prospectus


                                       13


      (together  with any supplement  thereto) and other related  matters as the
      Representatives  may  reasonably  require,  and  the  Company  shall  have
      furnished to such  counsel such  documents as they request for the purpose
      of enabling them to pass upon such matters.

            (f) The  Company  shall  have  furnished  to the  Representatives  a
      certificate of the Issuers,  signed by an Executive Vice President and the
      principal  financial or accounting  officer of each of the Issuers,  dated
      the Closing Date, to the effect that the signers of such  certificate have
      carefully examined the Registration Statement,  the Final Prospectus,  the
      Disclosure Package and any supplements or amendments  thereto,  as well as
      each  electronic  roadshow  used to offer  the  securities  identified  on
      Schedule V and this Agreement and that:

                  (i) the  representations and warranties of the Issuers in this
            Agreement  are true and correct on and as of the  Closing  Date with
            the same effect as if made on the Closing  Date and the Issuers have
            complied with all the agreements and satisfied all the conditions on
            its part to be  performed  or  satisfied  at or prior to the Closing
            Date;

                  (ii)  no  stop  order  suspending  the  effectiveness  of  the
            Registration  Statement or any notice  objecting to its use has been
            issued and no proceedings  for that purpose have been instituted or,
            to any of the Issuers' knowledge, threatened; and

                  (iii) since the date of the most recent  financial  statements
            included  or  incorporated  by  reference  in the  Final  Prospectus
            (exclusive of any  supplement  thereto),  there has been no material
            adverse effect on the condition (financial or otherwise), prospects,
            earnings,   business   or   properties   of  the   Company  and  its
            subsidiaries,  taken  as  a  whole,  whether  or  not  arising  from
            transactions in the ordinary course of business, except as set forth
            in  or  contemplated  in  the  Disclosure   Package  and  the  Final
            Prospectus (exclusive of any supplement thereto).

            (g) The  Company  shall have  requested  and caused KPMG LLP to have
      furnished to the Representatives, at the Execution Time and at the Closing
      Date, letters,  (which may refer to letters previously delivered to one or
      more of the Representatives),  dated respectively as of the Execution Time
      and as of the Closing  Date,  in form and  substance  satisfactory  to the
      Representatives,  confirming that they are independent  accountants within
      the meaning of the Act and the Exchange Act and the respective  applicable
      rules and regulations adopted by the Commission  thereunder and stating in
      effect that:

                  (i) in their  opinion the  audited  financial  statements  and
            financial  statement schedules included or incorporated by reference
            in the Registration  Statement,  the Preliminary  Prospectus and the
            Final  Prospectus  and  reported on by them comply as to form in all
            material respects with the applicable accounting requirements of the
            Act and the  Exchange  Act and the  related  rules  and  regulations
            adopted by the Commission;


                                       14


                  (ii)  on  the  basis  of a  reading  of the  latest  unaudited
            financial   statements   made  available  by  the  Company  and  its
            subsidiaries;  carrying out certain specified procedures (but not an
            examination   in  accordance   with  generally   accepted   auditing
            standards)   which   would  not   necessarily   reveal   matters  of
            significance  with respect to the comments set forth in such letter;
            a  reading  of the  minutes  of the  meetings  of the  stockholders,
            directors and audit committees of the Company and the  Subsidiaries;
            and  inquiries  of  certain   officials  of  the  Company  who  have
            responsibility  for financial and accounting  matters of the Company
            and its  subsidiaries  as to transactions  and events  subsequent to
            December 31, 2005, nothing came to their attention which caused them
            to believe that:

                        (1) with  respect to the period  subsequent  to December
                  31, 2005,  there were any changes,  at March 22, 2006,  in the
                  long-term debt of the Company and its  subsidiaries or capital
                  stock of the Company as compared with the amounts shown on the
                  December  31,  2005  consolidated  balance  sheet  included or
                  incorporated by reference in the Registration  Statement,  the
                  Preliminary  Prospectus and the Final  Prospectus,  or for the
                  period from January 1, 2006 to such  specified date there were
                  any decreases,  as compared with the  corresponding  period in
                  the  preceding  year;  in  revenues  of the  Company  and  its
                  subsidiaries, except in all instances for changes or decreases
                  set forth in such  letter,  in which case the letter  shall be
                  accompanied  by an  explanation  by  the  Company  as  to  the
                  significance  thereof  unless said  explanation  is not deemed
                  necessary by the Representatives;

                        (2)  the   information   included  or   incorporated  by
                  reference  in  the  Registration  Statement,  the  Preliminary
                  Prospectus and Final Prospectus in response to Regulation S-K,
                  Item  301  (Selected  Financial  Data),  Item  402  (Executive
                  Compensation)  and Item  503(d)  (Ratio of  Earnings  to Fixed
                  Charges) is not in conformity  with the applicable  disclosure
                  requirements of Regulation S-K; or

                  (iii) they have performed  certain other specified  procedures
            as a result of which they determined that certain  information of an
            accounting,  financial or  statistical  nature  (which is limited to
            accounting,  financial or statistical  information  derived from the
            general  accounting records of the Company and its subsidiaries) set
            forth in the Registration Statement,  the Preliminary Prospectus and
            the  Final   Prospectus  and  in  Exhibit  12  to  the  Registration
            Statement,  including the  information  set forth,  the  information
            included or incorporated by reference in Items 1, 1A, 2, 3, 5, 6, 7,
            7A and 11 of the Company's Annual Report on Form 10-K,  incorporated
            by  reference  in  the  Registration   Statement,   the  Preliminary
            Prospectus  and the Final  Prospectus,  agrees  with the  accounting
            records of the Company and its subsidiaries, excluding any questions
            of legal interpretation.

            References to the Final Prospectus in this paragraph (g) include any
      supplement thereto at the date of the letter.


                                       15


            (h) Subsequent to the Execution Time or, if earlier, the dates as of
      which information is given in the Registration Statement (exclusive of any
      amendment thereof),  and the Final Prospectus (exclusive of any supplement
      thereto),  there shall not have been (i) any change or decrease  specified
      in the letter or letters referred to in paragraph (g) of this Section 6 or
      (ii) any change, or any development  involving a prospective change, in or
      affecting the condition  (financial or otherwise),  earnings,  business or
      properties of the Company and its subsidiaries,  taken as a whole, whether
      or not arising  from  transactions  in the  ordinary  course of  business,
      except as set forth in or contemplated  in the Disclosure  Package and the
      Final  Prospectus  (exclusive  of any  supplement  thereto)  the effect of
      which,  in any case  referred to in clause (i) or (ii)  above,  is, in the
      sole judgment of the  Representatives,  so material and adverse as to make
      it  impractical or inadvisable to proceed with the offering or delivery of
      the Securities as contemplated by the Registration Statement (exclusive of
      any amendment  thereof),  the Disclosure  Package and the Final Prospectus
      (exclusive of any supplement thereto).

            (i) Subsequent to the Execution Time,  there shall not have been any
      decrease  in the rating of any of the  Company's  debt  securities  by any
      "nationally  recognized  statistical rating  organization" (as defined for
      purposes of Rule 436(g) under the Act) or any notice given of any intended
      or  potential  decrease in any such rating or of a possible  change in any
      such rating that does not indicate the direction of the possible change.

            (j) Prior to the Closing Date,  the Company shall have  furnished to
      the Representatives such further  information,  certificates and documents
      as the Representatives may reasonably request.

            If any of the conditions  specified in this Section 6 shall not have
been fulfilled when and as provided in this Agreement, or if any of the opinions
and  certificates  mentioned  above or elsewhere in this Agreement  shall not be
reasonably satisfactory in form and substance to the Representatives and counsel
for the  Underwriters,  this  Agreement  and  Subject  to  Section 11 hereof all
obligations  of the  Underwriters  hereunder  may be canceled at, or at any time
prior to, the Closing Date by the  Representatives.  Notice of such cancellation
shall be given to the Company in writing or by telephone or facsimile  confirmed
in writing.

            The  documents  required to be  delivered by this Section 6 shall be
delivered  at  the  office  of  Shearman  &  Sterling   LLP,   counsel  for  the
Underwriters,  at 599 Lexington Avenue, New York, New York 20022, on the Closing
Date.

            7.  Reimbursement  of  Underwriters'  Expenses.  If the  sale of the
Securities  provided for herein is not consummated  because any condition to the
obligations of the  Underwriters set forth in Section 6 hereof is not satisfied,
because  of any  termination  pursuant  to  Section  10 hereof or because of any
refusal,  inability  or  failure  on the  part of the  Issuers  to  perform  any
agreement  herein or comply with any provision  hereof other than by reason of a
default by any of the Underwriters,  the Company will reimburse the Underwriters
severally  through Citigroup Global Markets Inc. on demand for all out-of-pocket
expenses  (including  reasonable fees and  disbursements  of counsel) that shall
have been incurred by them in connection with the proposed  purchase and sale of
the Securities.


                                       16


            8. Indemnification and Contribution.  (a) The Issuers agree, jointly
and severally,  to indemnify and hold harmless each Underwriter,  the directors,
officers,  employees and agents of each Underwriter and each person who controls
any Underwriter within the meaning of either the Act or the Exchange Act against
any and all losses, claims,  damages or liabilities,  joint or several, to which
they or any of them may become  subject under the Act, the Exchange Act or other
Federal  or state  statutory  law or  regulation,  at common  law or  otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon any untrue  statement or alleged untrue
statement of a material  fact  contained in the  registration  statement for the
registration of the Securities as originally filed or in any amendment  thereof,
or in the Base Prospectus,  any Preliminary  Prospectus or any other preliminary
prospectus  supplement  relating to the Securities,  the Final Prospectus or any
Issuer Free Writing  Prospectus or the  information  contained in the final term
sheet required to be prepared and filed  pursuant to Section 5(b) hereto,  or in
any amendment thereof or supplement  thereto,  or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements  therein not misleading,  and
agrees to reimburse each such indemnified  party, as incurred,  for any legal or
other expenses  reasonably  incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,  however,
that the Issuers will not be liable in any such case to the extent that any such
loss, claim,  damage or liability arises out of or is based upon any such untrue
statement  or alleged  untrue  statement  or omission or alleged  omission  made
therein in reliance upon and in conformity with written information furnished to
the  Company  by or on behalf of any  Underwriter  through  the  Representatives
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Company may otherwise have.

            (b) Each  Underwriter  severally and not jointly agrees to indemnify
      and hold  harmless the  Issuers,  each of their  directors,  each of their
      officers  who  signs  the  Registration  Statement,  and each  person  who
      controls the Issuers  within the meaning of either the Act or the Exchange
      Act, to the same  extent as the  foregoing  indemnity  from the Issuers to
      each Underwriter,  but only with reference to written information relating
      to such  Underwriter  furnished  to the  Company  by or on  behalf of such
      Underwriter through the Representatives  specifically for inclusion in the
      documents referred to in the foregoing indemnity. This indemnity agreement
      will be in addition to any liability  which any  Underwriter may otherwise
      have.  The Issuers  acknowledge  that the statements set forth in the last
      paragraph  of the cover page  regarding  delivery of the  Securities  and,
      under the heading  "Underwriting,"  (i) the list of Underwriters and their
      respective participation in the sale of the Securities, (ii) the sentences
      related to concessions and reallowances and (iii) the paragraph related to
      stabilization,  syndicate  covering  transactions  and penalty bids in any
      Preliminary  Prospectus  and the  Final  Prospectus  constitute  the  only
      information   furnished  in  writing  by  or  on  behalf  of  the  several
      Underwriters  for  inclusion in any  Preliminary  Prospectus  or the Final
      Prospectus.

            (c)  Promptly  after  receipt  by an  indemnified  party  under this
      Section 8 of notice of the  commencement of any action,  such  indemnified
      party  will,  if a claim in  respect  thereof  is to be made  against  the
      indemnifying party under this Section 8, notify


                                       17


      the  indemnifying  party in writing of the commencement  thereof;  but the
      failure so to notify the  indemnifying  party (i) will not relieve it from
      liability under paragraph (a) or (b) above unless and to the extent it did
      not  otherwise  learn of such  action  and  such  failure  results  in the
      forfeiture by the  indemnifying  party of substantial  rights and defenses
      and (ii) will not, in any event,  relieve the indemnifying  party from any
      obligations  to any  indemnified  party  other  than  the  indemnification
      obligation  provided in paragraph (a) or (b) above. The indemnifying party
      shall be entitled to appoint counsel of the indemnifying party's choice at
      the indemnifying party's expense to represent the indemnified party in any
      action for which indemnification is sought (in which case the indemnifying
      party shall not thereafter be responsible for the fees and expenses of any
      separate  counsel  retained by the indemnified  party or parties except as
      set  forth  below);   provided,   however,  that  such  counsel  shall  be
      satisfactory to the indemnified  party.  Notwithstanding  the indemnifying
      party's election to appoint counsel to represent the indemnified  party in
      an action,  the indemnified  party shall have the right to employ separate
      counsel  (including local counsel),  and the indemnifying party shall bear
      the reasonable  fees,  costs and expenses of such separate  counsel if (i)
      the use of  counsel  chosen by the  indemnifying  party to  represent  the
      indemnified  party would present such counsel with a conflict of interest,
      (ii) the actual or potential defendants in, or targets of, any such action
      include  both the  indemnified  party and the  indemnifying  party and the
      indemnified party shall have reasonably  concluded that there may be legal
      defenses  available  to it  and/or  other  indemnified  parties  which are
      different from or additional to those available to the indemnifying party,
      (iii) the indemnifying party shall not have employed counsel  satisfactory
      to the  indemnified  party to  represent  the  indemnified  party within a
      reasonable time after notice of the institution of such action or (iv) the
      indemnifying  party  shall  authorize  the  indemnified  party  to  employ
      separate  counsel at the expense of the  indemnifying  party.  In no event
      shall the  indemnifying  parties be liable for fees and  expenses  of more
      than one counsel (in addition to any local  counsel)  separate  from their
      own counsel in  connection  with any one action or separate but similar or
      related actions in the same  jurisdiction  arising out of the same general
      allegations.  An  indemnifying  party will not,  without the prior written
      consent of the indemnified parties, settle or compromise or consent to the
      entry of any  judgment  with respect to any pending or  threatened  claim,
      action,  suit  or  proceeding  in  respect  of  which  indemnification  or
      contribution  may be  sought  hereunder  (whether  or not the  indemnified
      parties are actual or  potential  parties to such claim or action)  unless
      such settlement,  compromise or consent includes an unconditional  release
      of each  indemnified  party from all liability  arising out of such claim,
      action, suit or proceeding.

            (d) In the event that the indemnity  provided in paragraph  (a), (b)
      or (c) of  this  Section  8 is  unavailable  to or  insufficient  to  hold
      harmless  an  indemnified  party  for  any  reason,  the  Issuers  and the
      Underwriters  severally  agree  to  contribute  to the  aggregate  losses,
      claims,  damages  and  liabilities  (including  legal  or  other  expenses
      reasonably  incurred in connection with  investigating  or defending same)
      (collectively  "Losses")  to  which  the  Issuers  and  one or more of the
      Underwriters  may be  subject  in such  proportion  as is  appropriate  to
      reflect the relative  benefits received by the Issuers on the one hand and
      by the  Underwriters  on the other from the  offering  of the  Securities;
      provided,  however,  that in no case shall (i) any Underwriter  (except as
      may be  provided  in any  agreement  among  underwriters  relating  to the
      offering of the Securities) be responsible


                                       18


      for any  amount in  excess  of the  underwriting  discount  or  commission
      applicable to the Securities purchased by such Underwriter  hereunder.  If
      the  allocation   provided  by  the  immediately   preceding  sentence  is
      unavailable  for any reason,  the Issuers and the  Underwriters  severally
      shall  contribute in such proportion as is appropriate to reflect not only
      such relative  benefits but also the relative  fault of the Issuers on the
      one hand and of the  Underwriters  on the  other  in  connection  with the
      statements or omissions which resulted in such Losses as well as any other
      relevant equitable considerations.  Benefits received by the Issuers shall
      be deemed to be equal to the total net proceeds from the offering  (before
      deducting  expenses)  received  by  them,  and  benefits  received  by the
      Underwriters  shall  be  deemed  to be  equal  to the  total  underwriting
      discounts and commissions,  in each case as set forth on the cover page of
      the Final Prospectus.  Relative fault shall be determined by reference to,
      among other things,  whether any untrue or any alleged untrue statement of
      a material  fact or the  omission or alleged  omission to state a material
      fact relates to information provided by the Issuers on the one hand or the
      Underwriters  on the other,  the intent of the parties and their  relative
      knowledge,  access to  information  and  opportunity to correct or prevent
      such untrue statement or omission.  The Issuers and the Underwriters agree
      that it would not be just and equitable if contribution were determined by
      pro rata allocation or any other method of allocation  which does not take
      account of the equitable considerations referred to above. Notwithstanding
      the  provisions  of this  paragraph  (d), no person  guilty of  fraudulent
      misrepresentation  (within the meaning of Section  11(f) of the Act) shall
      be  entitled  to  contribution  from any person who was not guilty of such
      fraudulent misrepresentation.  For purposes of this Section 8, each person
      who  controls an  Underwriter  within the meaning of either the Act or the
      Exchange  Act  and  each  director,  officer,  employee  and  agent  of an
      Underwriter   shall  have  the  same  rights  to   contribution   as  such
      Underwriter,  and each person who controls the Issuers  within the meaning
      of either the Act or the  Exchange  Act,  each  officer of the Issuers who
      shall have  signed the  Registration  Statement  and each  director of the
      Issuers shall have the same rights to contribution as the Issuers, subject
      in each case to the applicable terms and conditions of this paragraph (d).

            9. Default by an Underwriter.  If any one or more Underwriters shall
fail to purchase  and pay for any of the  Securities  agreed to be  purchased by
such  Underwriter or  Underwriters  hereunder and such failure to purchase shall
constitute a default in the performance of its or their  obligations  under this
Agreement,  the remaining  Underwriters shall be obligated  severally to take up
and pay for (in  the  respective  proportions  which  the  principal  amount  of
Securities  set forth  opposite  their names in Schedule II hereto  bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining  Underwriters)  the  Securities  which the  defaulting  Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that  the  aggregate   principal  amount  of  Securities  which  the  defaulting
Underwriter  or  Underwriters  agreed but failed to purchase shall exceed 10% of
the aggregate  principal  amount of Securities  set forth in Schedule II hereto,
the remaining  Underwriters  shall have the right to purchase all, but shall not
be  under  any  obligation  to  purchase  any,  of the  Securities,  and if such
nondefaulting  Underwriters do not purchase all the  Securities,  this Agreement
will  terminate  without  liability  to  any  nondefaulting  Underwriter  or the
Issuers.  In the  event of a  default  by any  Underwriter  as set forth in this
Section 9, the Closing Date shall be postponed  for such period,  not  exceeding
five Business Days, as the


                                       19


Representatives  shall  determine  in order  that the  required  changes  in the
Registration  Statement and the Final  Prospectus  or in any other  documents or
arrangements may be effected.  Nothing contained in this Agreement shall relieve
any  defaulting  Underwriter  of its  liability,  if any, to the Issuers and any
nondefaulting Underwriter for damages occasioned by its default hereunder.

            10.  Termination.  This Agreement shall be subject to termination in
the absolute discretion of the  Representatives,  by notice given to the Company
prior to delivery of and  payment  for the  Securities,  if at any time prior to
such time (i) trading in the Company's common stock shall have been suspended by
the Commission or the New York Stock Exchange or trading in securities generally
on the New York Stock  Exchange  shall have been suspended or limited or minimum
prices shall have been established on such Exchange,  (ii) a banking  moratorium
shall have been  declared  either by Federal,  New York State or Delaware  State
authorities  or (iii) there shall have  occurred any outbreak or  escalation  of
hostilities, declaration by the United States of a national emergency or war, or
other calamity or crisis the effect of which on financial  markets is such as to
make it, in the sole judgment of the Representatives, impractical or inadvisable
to proceed with the offering or delivery of the  Securities as  contemplated  by
any Preliminary  Prospectus or the Final Prospectus (exclusive of any supplement
thereto).

            11.  Representations  and  Indemnities  to Survive.  The  respective
agreements, representations, warranties, indemnities and other statements of the
Issuers or their officers and of the  Underwriters set forth in or made pursuant
to this  Agreement  will  remain in full  force and  effect,  regardless  of any
investigation  made by or on behalf of any  Underwriter or the Issuers or any of
the officers, directors, employees, agents or controlling persons referred to in
Section 8 hereof,  and will survive  delivery of and payment for the Securities.
The  provisions  of Sections 7 and 8 hereof  shall  survive the  termination  or
cancellation of this Agreement.

            12.  Notices.  All  communications  hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives,  will be mailed,
delivered or telefaxed to the Citigroup Global Markets Inc. General Counsel (fax
no.:  (212)  816-7912) and confirmed to the General  Counsel,  Citigroup  Global
Markets Inc., at 388 Greenwich  Street,  New York, New York,  10013,  Attention:
General  Counsel;  or, if sent to the  Issuers,  will be  mailed,  delivered  or
telefaxed  to 437 Madison  Avenue,  New York,  New York,  10022 (fax no.:  (212)
415-3470)  and confirmed to it at Jones Day, 222 E. 41st Street,  New York,  New
York, 10017, attention of the Legal Department.

            13.  Successors.  This Agreement will inure to the benefit of and be
binding  upon  the  parties  hereto  and  their  respective  successors  and the
officers,  directors,  employees,  agents and controlling persons referred to in
Section  8  hereof,  and no  other  person  will  have any  right or  obligation
hereunder.

            14. No Fiduciary Duty. The Issuers hereby  acknowledge  that (a) the
purchase  and  sale  of  the  Securities   pursuant  to  this  Agreement  is  an
arm's-length  commercial  transaction  between the Issuers, on the one hand, and
the Underwriters and any affiliate through which it may be acting, on the other,
(b) the Underwriters are acting as principal and not as an agent or fiduciary of
the Issuers and (c) the Issuers'  engagement of the  Underwriters  in connection
with the offering and the process  leading up to the offering is as  independent
contractors and not in


                                       20


any  other  capacity.  Furthermore,  the  Issuers  agree  that  they are  solely
responsible  for making  their own  judgments  in  connection  with the offering
(irrespective  of whether any of the  Underwriters  has advised or is  currently
advising the Issuers on related or other  matters).  The Issuers agree that they
will not claim that the  Underwriters  have  rendered  advisory  services of any
nature or respect,  or owe an agency,  fiduciary or similar duty to the Issuers,
in connection with such transaction or the process leading thereto.

            15. Integration.  This Agreement supersedes all prior agreements and
understandings   (whether   written  or  oral)   between  the  Issuers  and  the
Underwriters, or any of them, with respect to the subject matter hereof.

            16. Applicable Law. This Agreement will be governed by and construed
in  accordance  with the laws of the State of New York  applicable  to contracts
made and to be performed within the State of New York.

            17. Waiver of Jury Trial. The Issuers hereby  irrevocably  waive, to
the fullest  extent  permitted by applicable  law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.

            18.  Counterparts.  This  Agreement  may be  signed  in one or  more
counterparts,  each of  which  shall  constitute  an  original  and all of which
together shall constitute one and the same agreement.

            19.  Headings.  The section headings used herein are for convenience
only and shall not affect the construction hereof.

            20.  Definitions.   The  terms  which  follow,  when  used  in  this
Agreement, shall have the meanings indicated.

            "Act"  shall mean the  Securities  Act of 1933,  as amended  and the
      rules and regulations of the Commission promulgated thereunder.

            "Base  Prospectus"  shall mean the base  prospectus  referred  to in
      paragraph 1(a) above contained in the Registration Statement to be used in
      connection with the offer and sale of the Securities dated March 22, 2006.

            "Business Day" shall mean any day other than a Saturday, a Sunday or
      a legal holiday or a day on which banking  institutions or trust companies
      are authorized or obligated by law to close in New York City.

            "Commission" shall mean the Securities and Exchange Commission.

            "Disclosure  Package" shall mean (i) the Base  Prospectus,  (ii) the
      Preliminary  Prospectus  used most recently  prior to the Execution  Time,
      (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule
      III  hereto  (iv)  the  final  term  sheet  prepared  and  filed  with the
      Commission pursuant to Section 5(b) hereto, if any, and (v) any other Free
      Writing Prospectus that the parties hereto shall hereafter expressly agree
      in  writing  to treat as part of the  Disclosure  Package  and  which  are
      identified in Schedule III hereto.


                                       21


            "Effective Date" shall mean each date and time that the Registration
      Statement and any post-effective amendment or amendments thereto became or
      become effective.

            "Exchange  Act" shall mean the  Securities  Exchange Act of 1934, as
      amended,  and the  rules and  regulations  of the  Commission  promulgated
      thereunder.

            "Execution Time" shall mean the date and time that this Agreement is
      executed and delivered by the parties hereto.

            "Final Prospectus" shall mean the prospectus  supplement relating to
      the  Securities  that was first filed  pursuant  to Rule 424(b)  after the
      Execution Time, together with the Base Prospectus.

            "Free Writing Prospectus" shall mean a free writing  prospectus,  as
      defined in Rule 405.

            "Issuer Free Writing  Prospectus"  shall mean an issuer free writing
      prospectus, as defined in Rule 433.

            "Preliminary  Prospectus"  shall  mean  any  preliminary  prospectus
      supplement  to the Base  Prospectus  referred to in  paragraph  1(a) above
      which is used prior to the filing of the Final  Prospectus,  together with
      the Base Prospectus.

            "Registration  Statement"  shall  mean  the  registration  statement
      referred to in paragraph  1(a) above,  including  exhibits  and  financial
      statements and any prospectus  supplement  relating to the Securities that
      is filed with the  Commission  pursuant  to Rule 424(b) and deemed part of
      such  registration  statement  pursuant  to Rule  430B,  as amended at the
      Execution  Time and,  in the event any  post-effective  amendment  thereto
      becomes  effective  prior  to the  Closing  Date,  shall  also  mean  such
      registration statement as so amended.

            "Rule  158,"  "Rule  163," "Rule 164," "Rule 172," "Rule 405," "Rule
      415," "Rule 424," "Rule 430B" and "Rule 433" refer to such rules under the
      Act.

            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
      amended,  and the  rules and  regulations  of the  Commission  promulgated
      thereunder.

            "Well-Known  Seasoned  Issuer"  shall  mean  a  well-known  seasoned
      issuer, as defined in Rule 405.

            If the foregoing is in  accordance  with your  understanding  of our
      agreement,  please sign and return to us the  enclosed  duplicate  hereof,
      whereupon  this  letter  and your  acceptance  shall  represent  a binding
      agreement among the Company and the several Underwriters.


                                       22


                                                                  EXECUTION COPY

                                             Very truly yours,

                                             Omnicom Group Inc.

                                             By: /s/ Philip Angelastro
                                                 -------------------------------
                                                 Name: Philip Angelastro
                                                 Title: Senior Vice President
                                                        Finance and Controller

                                             Omnicom Finance Inc.

                                             By: /s/ Randall J. Weisenburger
                                                 -------------------------------
                                                 Name: Randall J. Weisenburger
                                                 Title: Chief Executive Officer
                                                        and Chief Financial
                                                        Officer

                                             Omnicom Capital Inc.

                                             By: /s/ Eric Huttner
                                                 -------------------------------
                                                 Name: Eric Huttner
                                                 Title: Executive Vice President




The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.

Citigroup Global Markets Inc.

By: Citigroup Global Markets Inc.

By: /s/ Jack D. McSpadden, Jr.
    ----------------------------
    Name: Jack D. McSpadden, Jr.
    Title: Managing Director

For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.




                                   SCHEDULE I

Underwriting Agreement dated March 24, 2006

Registration Statement No. 333-132625

Representative(s): Citigroup Global Markets Inc.

Title, Purchase Price and Description of Securities:

         Title:  5.90% Senior Notes due 2016

         Principal amount:  $1,000,000,000

         Purchase price (include accrued
         interest or amortization, if
         any):  per Senior Note 98.860%

         Sinking fund provisions:  None.

         Redemption provisions: Make Whole Spread: 25 basis points

Closing  Date,  Time and  Location:  March 29,  2006 at 10:00 a.m. at Shearman &
Sterling LLP, 599 Lexington Avenue, New York, New York 10022

Type of Offering: Non-delayed

Date  referred to in Section 5(i) after which the Company may offer or sell debt
securities  issued or  guaranteed  by the  Company  without  the  consent of the
Representative(s): April 24, 2006




                                   SCHEDULE II

                                                               Principal Amount
                                                               of Securities to
Underwriters                                                     be Purchased
- ------------                                                     ------------

Citigroup Global Markets Inc. ..........................         $561,500,000
Banc of America Securities LLC .........................           61,500,000
HSBC Securities (USA) Inc. .............................           61,500,000
LaSalle Financial Services, Inc. .......................           61,500,000
SG Americas Securities, LLC ............................           61,500,000
Barclays Capital Inc. ..................................           38,500,000
BNP Paribas Securities Corp. ...........................           38,500,000
Morgan Stanley & Co. Incorporated ......................           38,500,000
UBS Securities LLC .....................................           38,500,000
Wachovia Capital Markets, LLC ..........................           38,500,000
         Total..........................................       $1,000,000,000
                                                               ==============




                                  SCHEDULE III

Schedule of Free Writing Prospectuses included in the Disclosure Package

Final Terms and Conditions,  dated March 24, 2006, for $1,000,000,000  aggregate
principal  amount of 5.90% Senior Notes due 2016,  filed with the  Commission by
the Company pursuant to Rule 433 under the Securities Act.




                                   SCHEDULE IV

                               PRICING TERM SHEET

Issuers:                      Omnicom Group Inc., Omnicom Capital Inc. and
                              Omnicom
Finance Inc.
Ratings:                      Baa1 (Moody's); A- (S&P); A- (Fitch)
Issue of Securities:                5.90% Senior Notes due 2016
Principal Amount:             $1,000,000,000
Coupon:                       5.90% per annum
Interest Payment Dates:       Semi-annually on April 15 and October 15,
                              commencing October 15, 2006
Maturity:                     April 15, 2016
Treasury Benchmark:           4.500% due February 15, 2016
US Treasury Yield:            4.665%
Spread to Treasury:           130 basis points
Re-offer Yield:               5.965%

Initial Price to Public:      per Senior Note:  99.51%; Total: $995,100,000
Underwriters' Discount:       per Senior Note:  0.650%; Total: $6,500,000
Proceeds, before expenses,
   to us:                     per Senior Note:  98.86%; Total: $988,600,000

Optional Redemption:          Make Whole Spread:  25 basis points

Minimum Denomination:         $1,000

Settlement Date:              March 29, 2006 (T+3)

CUSIP:                        681919AS5

ISIN:                         US681919AS54

Underwriters:                 Citigroup Global Markets Inc. ($561,500,000), Banc
                              of America Securities LLC ($61,500,000), HSBC
                              Securities (USA) Inc. ($61,500,000), LaSalle
                              Financial Services, Inc. ($61,500,000), SG
                              Americas Securities, LLC ($61,500,000), Barclays
                              Capital Inc. ($38,500,000), BNP Paribas Securities
                              Corp. ($38,500,000), Morgan Stanley & Co.
                              Incorporated ($38,500,000), UBS Securities LLC
                              ($38,500,000), Wachovia Capital Markets, LLC
                              ($38,500,000).

The security  ratings  above are not a  recommendation  to buy, sell or hold the
securities  offered hereby. The ratings may be subject to revision or withdrawal
at any time Moody's, Standard &




Poor's and Fitch Ratings. Each of the security ratings above should be evaluated
independently of any other security rating.

The issuers have filed a registration  statement  (including a prospectus)  with
the SEC for the offering to which this communication relates. Before you invest,
you  should  read  the  prospectus  in that  registration  statement  and  other
documents  the  issuers  have filed with the SEC for more  complete  information
about the  issuer and this  offering.  You may get these  documents  for free by
visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively,  the issuers,
any underwriter or any dealer participating in the offering will arrange to send
you the  prospectus if you request it by calling  Citigroup  Global Markets Inc.
toll-free at 1-877-858-5407.




                                   SCHEDULE V

      1.  Electronic  (Bloomberg)  road  show  of the  Company  relating  to the
offering of the Securities dated March 2006.




                                    EXHIBIT A

                       OPINION OF COUNSEL FOR THE COMPANY




                                    EXHIBIT C

                   OPINION OF COUNSEL FOR OMNICOM CAPITAL INC.

EX-4.2

                                                                     Exhibit 4.2

                               OMNICOM GROUP INC.

                              OMNICOM CAPITAL INC.

                              OMNICOM FINANCE INC.

                                   as Issuers

                          FIRST SUPPLEMENTAL INDENTURE

                           Dated as of March 29, 2006

                            JPMORGAN CHASE BANK, N.A.

                                   as Trustee

                             Senior Debt Securities




      First Supplemental Indenture dated as of March 29, 2006 among Omnicom
Group Inc., a New York corporation (the "Company"), Omnicom Capital Inc., a
Connecticut corporation ("OCI"), Omnicom Finance Inc., a Delaware corporation
("OFI" and together with the Company and OCI, collectively referred to as the
"Issuers," and each, individually, an "Issuer"), and JPMorgan Chase Bank, N.A.,
a national banking association, as Trustee (the "Trustee").

                              W I T N E S S E T H:

      WHEREAS, the Issuers and the Trustee executed and delivered an indenture
dated as of March 29, 2006 (the "Indenture") to provide for the issuance by the
Issuers from time to time of Securities to be issued in one or more series as
provided in the Indenture;

      WHEREAS, the issuance and sale of up to $1,000,000,000 aggregate principal
amount of a series of the Issuers' 5.90% Senior Notes due 2016 (the
"Securities") have been authorized by the boards of directors of each of the
Issuers;

      WHEREAS, the Issuers desire to issue and sell $1,000,000,000 aggregate
principal amount of the Securities on the date hereof;

      WHEREAS,  the  Issuers  desire to enter into this  Supplemental  Indenture
pursuant to Sections  2.2,  2.14.1 and 9.1 of the  Indenture to  supplement  the
Indenture to establish the form and terms of the Securities; and

      NOW, THEREFORE, THIS INDENTURE WITNESSETH, that, for and in
consideration of the above premises, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities, as
follows:

                                   ARTICLE ONE
                                   DEFINITIONS

      Section 1.1  Relation to Base Indenture.

      This Supplemental Indenture constitutes an integral part of the
Indenture. In the event of inconsistencies between the Indenture and this
Supplemental Indenture, the terms hereof shall govern.

      Section 1.2  Definitions.

      All of the terms used in this Supplemental Indenture which are defined
in the Indenture shall have the meanings specified in the Indenture, unless
otherwise provided herein or unless the context otherwise requires, and for the
purposes of this Supplemental Indenture, the following terms have the meanings
set forth in this Section:

      "Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Securities, that would be utilized, at the time of
selection and in accordance with customary


                                       1


financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Securities.

      "Comparable Treasury Price" means, with respect to any redemption date,
the Reference Treasury Dealer Quotations for that redemption date.

      "Consolidated Net Worth" means the consolidated net worth of the
Company, as determined in accordance with GAAP.

      "Debt" of any Person means, without duplication: (a) all indebtedness
of such Person for borrowed money; (b) all obligations of such Person for the
deferred purchase price of property or services (other than earn-out payment
obligations of such Person in connection with the purchase of property or
services to the extent they are still contingent); (c) all obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments; (d)
all obligations of such Person created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person
(even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property); (e) all obligations of such Person as lessee under leases to the
extent that such leases have been or should be, in accordance with GAAP,
recorded as capital leases; (f) all obligations, contingent or otherwise, of
such Person in respect of acceptances, letters of credit or similar extensions
of credit; (g) all obligations of such Person in respect of Hedge Agreements;
(h) all Debt of others referred to in clauses (a) through (g) above or clause
(i) below and other payment obligations guaranteed, directly or indirectly, in
any manner by such Person, or in effect guaranteed, directly or indirectly, by
such Person through an agreement (1) to pay or purchase such Debt or to advance
or supply funds for the payment or purchase of such Debt, (2) to purchase, sell
or lease (as lessee or lessor) property, or to purchase or sell services,
primarily for the purpose of enabling the debtor to make payment of such Debt or
to assure the holder of such Debt against loss, (3) to supply funds to or in any
other manner invest in the debtor (including any agreement to pay for property
or services irrespective of whether such property is received or such services
are rendered) or (4) otherwise to assure a creditor against loss; and (i) all
Debt referred to in clauses (a) through (h) above secured by (or for which the
holder of such Debt has an existing right, contingent or otherwise, to be
secured by) any Lien on property (including, without limitation, accounts and
contract rights) owned by such Person, even though such Person has not assumed
or become liable for the payment of such Debt.

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants, the opinions and pronouncements of
the Public Company Accounting Oversight Board and in the statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect from time to time.

      "Hedge Agreements" means interest rate swap, cap or collar agreements,
interest rate future or option contracts, currency swap agreements, currency
future or option contracts and other similar agreements.


                                       2


      "Lien" means any lien, security interest or other charge or encumbrance
of any kind, or any other type of preferential arrangement intended to provide
security for the payment or performance of an obligation, including, without
limitation, the lien or retained security title of a conditional vendor and any
easement, right of way or other encumbrance on title to real property.

      "Permitted Liens" means such of the following as to which no enforcement,
collection, execution, levy or foreclosure proceeding shall have been commenced:
(a) Liens for taxes, assessments and governmental charges or levies to the
extent not yet due and payable, or being contested in good faith by appropriate
proceedings; (b) Liens imposed by law, such as materialmen's, mechanics',
carriers', workmen's and repairmen's Liens and other similar Liens arising in
the ordinary course of business securing obligations that are not overdue for a
period of more than 30 days or that are being contested in good faith and by
appropriate proceedings that prevent the forfeiture or sale of the asset subject
to such Lien; (c) pledges or deposits to secure obligations under workers'
compensation laws or similar legislation or to secure public or statutory
obligations or, in any such case, to secure reimbursement obligations under
letters of credit or bonds issued to support such obligations; and (d)
easements, rights of way and other encumbrances on title to real property that
do not render title to the property encumbered thereby unmarketable or
materially adversely affect the use of such property for its present purposes.

      "Reference Treasury Dealer" means Citigroup Global Markets Inc. and any
two other primary U.S. Government securities dealer selected by the Issuers and
their respective successors.

      "Reference Treasury Dealer Quotations" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 3:30 p.m., New York
City time, on the third business day preceding that redemption date.

      "Remaining Scheduled Payments" means the remaining scheduled payments of
principal of and interest on the Securities that would be due after the related
redemption date but for that redemption. If that redemption date is not an
interest payment date with respect to the Securities, the amount of the next
succeeding scheduled interest payment on the Securities will be reduced by the
amount of interest accrued on the Securities to such redemption date. On and
after the redemption date, interest will cease to accrue on the Securities or
any portion of the Securities called for redemption (unless the Issuers default
in the payment of the redemption price and accrued interest). On or before the
redemption date, the Issuers will deposit with a paying agent (or the Trustee)
money sufficient to pay the redemption price of and accrued interest on the
Securities to be redeemed on that date. If less than all of the Securities are
to be redeemed, the Securities to be redeemed shall be selected by the Trustee
by a method the Trustee deems to be fair and appropriate.

      "Subsidiary" of any Person means any corporation, partnership, joint
venture, limited liability company, trust or estate of which (or in which) more
than 50% of: (a) the issued and outstanding voting stock of such Person; (b) the
interest in the capital or profits of such limited liability company,
partnership or joint venture; or (c) the beneficial interest in such trust or
estate


                                       3


is at the time, directly or indirectly, owned or controlled by such Person, by
such Person and one or more of its other subsidiaries or by one or more of such
Person's other subsidiaries.

      "Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity (computed as of the
third business day immediately preceding that redemption date) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
that redemption date.

                                   ARTICLE TWO
                                    THE NOTES

      Section 2.1.  Title of the Notes.

      The Notes shall have the following terms, established pursuant to
Section 2.2 of the Indenture:

      2.1.1. Pursuant to Section 2.2.1 of the Indenture, the title of the Notes
to be issued as a series of Securities under the Indenture shall be the "5.90%
Senior Notes due 2016";

      2.1.2. Pursuant to Section 2.2.2 of the Indenture, the price or prices at
which the Securities of the Series will be issued shall be 99.51% of the
aggregate principal amount thereof;

      2.1.3. Pursuant to Section 2.2.3 of the Indenture, the aggregate principal
amount of the Notes that may be authenticated and delivered under this
Supplemental Indenture shall be limited to $1,000,000,000;

      2.1.4. Pursuant to Section 2.2.4 of the Indenture, 100% of the Notes shall
be payable on April 15, 2016;

      2.1.5. Pursuant to Section 2.2.5 of the Indenture, the Notes shall bear
interest at a rate equal to 5.90% per annum; interest on the Notes shall accrue
from March 29, 2006 until the principal thereof is paid or duly provided for;
interest on the Notes shall be payable semi-annually in arrears in cash on April
15 and October 15 of each year to Holders of record on April 1 and October 1
(whether or not a Business Day) immediately preceding the applicable interest
payment date. Interest on the Notes shall be computed from and including the
prior interest payment date (or, in the case of the first interest payment date,
from and including March 29, 2006) to but excluding the next interest payment
date on the basis of a 360-day year consisting of twelve 30-day months. In the
event that any principal or interest on the Notes is not paid when due, whether
at Maturity or otherwise, then except to the extent permitted by law such
overdue principal and interest shall bear interest until paid at the rate of
interest set forth in Section 2.1.5 of this Supplemental Indenture, compounded
semi-annually;

      2.1.6. Pursuant to Section 2.2.6 of the Indenture, the place or places
where the principal of and interest in the Notes shall be payable shall be as
set forth in the Notes, the form of which is attached hereto as Exhibit A;


                                       4


      2.1.7. Pursuant to Section 2.2.7 of the Indenture, the Notes shall be
subject to redemption at the option of the Issuers as set forth in Section 3.1
of this Supplemental Indenture;

      2.1.8. Pursuant to Section 2.2.8 of the Indenture, the Issuers shall not
be obligated to redeem or purchase the Notes pursuant to any sinking fund or at
the option of a Holder thereof prior to the maturity;

      2.1.9. Pursuant to Section 2.2.9 of the Indenture, the Issuers shall not
be obligated to redeem or purchase the Notes pursuant to any repurchase
obligations or at the option of a Holder thereof prior to the maturity;

      2.1.10. Pursuant to Section 2.2.11 of the Indenture, the Securities shall
be issued as Global Securities; and 2.1.11.

      Pursuant to Section 2.2.15 of the Indenture, the covenant contained in
Section 4.7 of the Indenture shall be changed so that the Issuers shall instead
be subject the restrictions as set forth to Section 4.1 of this Supplemental
Indenture.

                                  ARTICLE THREE
                         ADDITIONAL REDEMPTION PROVISION

      Section 3.1.  Optional Redemption.

      The Securities will be redeemable, as a whole or in part, at the Issuers'
option, at any time or from time to time, upon mailed notice to the registered
address of each Holder of Securities at least 30 days but not more than 60 days
prior to the redemption. The redemption price will be equal to the greater of
(1) 100% of the principal amount of the Securities to be redeemed and (2) the
sum of the present values of the Remaining Scheduled Payments on the Securities
discounted to the date of redemption, on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months), at a rate equal to the sum of the
applicable Treasury Rate plus 25 basis points, plus accrued and unpaid interest
thereon to the redemption date.

                                  ARTICLE FOUR
                               LIMITATION ON LIENS

      Section 4.1.  Limitation on Liens.

      The Company will not, and will not permit any of its Subsidiaries to,
create or suffer to exist any Lien on or with respect to any of the Company's
properties, whether now owned or hereafter acquired, to secure any Debt of the
Company, any direct or indirect subsidiary or any other person, or to assign or
permit any of its Subsidiaries to assign, without securing the notes equally and
ratably with such Debt to which such Liens relate for so long as such debt shall
be so secured, other than:

            (a) Permitted Liens;


                                       5


            (b) purchase money Liens upon or in any real property or equipment
      acquired or held by the Company or any Subsidiary in the ordinary course
      of business to secure the purchase price of such property or equipment or
      to secure Debt incurred solely for the purpose of financing the
      acquisition of such property or equipment, or Liens existing on such
      property or equipment at the time of its acquisition (other than any such
      Liens created in contemplation of such acquisition that were not incurred
      to finance the acquisition of such property) or extensions, renewals or
      replacements of any of the foregoing for the same or a lesser amount,
      provided, however, that no such Lien shall extend to or cover any
      properties of any character other than the real property or equipment
      being acquired and fixed improvements thereon or accessions thereto, and
      no such extension, renewal or replacement shall extend to or cover any
      properties not theretofore subject to the Lien being extended, renewed or
      replaced;

            (c) Liens existing on March 24, 2006;

            (d) Liens on property of a Person existing at the time such Person
      is merged into, consolidated with, or acquired by the Company or any
      Subsidiary of the Company or becomes a Subsidiary of the Company; provided
      that such Liens were not created in contemplation of such merger,
      consolidation or acquisition and do not extend to any assets other than
      those of the Person so merged into or consolidated with the Company or
      such Subsidiary or acquired by the Company or such Subsidiary;

            (e) Liens granted by Subsidiaries of the Company (other than OFI and
      OCI) to secure Debt owed to the Company or a wholly owned Subsidiary of
      the Company;

            (f) Liens arising out of judgment, decree or order of court being
      contested in good faith by appropriate proceedings, provided that adequate
      reserves with respect thereto are maintained on the books of the Company
      or the books of its Subsidiaries, as the case may be, in conformity with
      GAAP;

            (g) Debt of a Person existing at the time such Person is merged into
      or consolidated with the Company or becomes a Subsidiary of the Company
      provided that such Debt was not created in contemplation of such merger,
      consolidation or acquisition and provided further that the aggregate
      principal amount of such Debt shall not exceed $50,000,000 at any time
      outstanding;

            (h) Liens to secure any extension, renewal, refinancing or refunding
      (or successive extensions, renewals, refinancings or refundings), in whole
      or in part, of any Debt secured by Liens referred to above or Liens
      created in connection with any amendment, consent or waiver relating to
      such Debt, so long as such Lien does not extend to any other property, the
      amount of Debt secured is not increased (other than by the amount equal to
      any costs and expenses incurred in connection with any extension, renewal,
      refinancing or refunding) and the Debt so secured does not exceed the fair
      market value (as determined by the Company's Board of Directors) of the
      assets subject to such Liens at the time of such extension, renewal,
      refinancing or refunding, or such amendment, consent or waiver, as the
      case may be; or


                                       6


            (i) Liens otherwise prohibited by this covenant, securing Debt,
      provided that the aggregate principal amount of such secured Debt shall
      not exceed 20% of the Consolidated Net Worth of the Company and its
      Subsidiaries at any time.

                                  ARTICLE FIVE
                                COMPANY GUARANTEE

      5. Company Guarantee.

      5.1. The Company hereby, jointly and severally with any other Person who
may also guarantee the Guaranteed Obligations (as defined below),
unconditionally and irrevocably guarantees (the "Guarantee"), on a senior
unsecured basis, as a primary obligor and not as a surety, to each Holder and to
the Trustee and its successors and assigns, the full and punctual payment when
due, whether at maturity, by acceleration, redemption or otherwise, of the
principal of and interest on, if any, the Securities, if lawful, and all other
monetary obligations of each of OCI and OFI under the Indenture (as so amended
by this Supplemental Indenture) and the Securities (collectively, the
"Guaranteed Obligations"). The Company further agrees, in its capacity as a
guarantor, that the Guaranteed Obligations may be extended or renewed, in whole
or in part, without notice or further assent from the Company, and the Company
shall remain bound under its Guarantee and the Indenture, as amended hereby,
notwithstanding any such extension or renewal. Failing payment when due of any
amount so guaranteed for whatever reason, the Company will be obligated to pay
the same in full, or cause to be duly and punctually paid in full, without any
demand or notice whatsoever.

      5.2. In its capacity as guarantor, the Company hereby waives presentation
to, demand of payment from and protest to OCI or OFI, as the case may be, of any
of the Guaranteed Obligations and also waives notice of protest for nonpayment.
In its capacity as guarantor, the Company also hereby waives notice of any
default by OCI or OFI, as the case may be, under the Securities or the
Indenture. The Company agrees that its obligations under its Guarantee shall be
continuing, absolute, full and unconditional under any and all circumstances, to
the fullest extent permitted by applicable law, and shall not be discharged
except by payment in full of the Securities, irrespective of:

            (a) the value, genuineness, regularity, validity, enforceability,
      avoidance, subordination, discharge or disaffirmance of any of the
      Guaranteed Obligations, the Securities or the Indenture, or the absence of
      any action to enforce the same;

            (b) any extension or waiver, at any time or from time to time,
      without notice to the Company, of the time for compliance by OCI or OFI,
      as the case may be, with any of its obligations under the Securities or
      the Indenture;

            (c) any substitution, release or exchange of any other guarantee of
      or security for any obligations of OCI or OFI, as the case may be, under
      the Securities or the Indenture;

            (d) any rescission, amendment or modification to any of the
      terms or provisions of the Securities or the Indenture;


                                       7


            (e) any law, regulation or order of any jurisdiction affecting any
      term of any of the Securities or the Indenture or the rights of any Holder
      or the Trustee with respect thereto;

            (f) any failure to obtain any authorization or approval from, or
      other action by, to notify, or to file anything with, any governmental
      authority or regulatory body required in connection with the performance
      of the Guarantee by the Company;

            (g) the failure by any Holder or the Trustee to assert any claim or
      demand or to exercise any right or remedy against OCI or OFI, as the case
      may be, or any other guarantor of the Guaranteed Obligations or any other
      Person;

            (h) the failure by any Holder or the Trustee to exercise any right
      or remedy against any collateral securing any of the Guaranteed
      Obligations; or

            (i) any other circumstance whatsoever that might otherwise
      constitute a defense to or a legal or equitable discharge of the Company's
      obligations, in its capacity as guarantor, under its Guarantee or of the
      Company's obligations, in its capacity as guarantor, under the Securities
      and the Indenture.

      5.3. The Company's obligations under its Guarantee and the Indenture,
as amended by this Supplemental Indenture, and the Securities, in each case in
its capacity as guarantor, shall not be limited by any valuation, estimation or
disallowance made in connection with any proceedings filed by or against the
Company or the Company under the United States Bankruptcy Code of 1978, as
amended (the "Bankruptcy Code"), whether pursuant to Section 502 of the
Bankruptcy Code or any other section thereof. The Company further agrees that,
in its capacity as guarantor, none of the Holders shall be under any obligation
to marshal any assets in favor of or against or in payment of any or all of the
Guaranteed Obligations or the Securities. To the extent that the Company makes a
payment or payments on any or all of the Guaranteed Obligations and such payment
or payments (or any part thereof) is or are subsequently invalidated, declared
to be fraudulent or preferential, set aside or required to be repaid to the
Company, its estate, trustee or receiver or any other party, including, without
limitation, the Company, under any bankruptcy law, state or federal law, common
law or equitable cause, then to the extent of such payment or repayment, the
Guaranteed Obligations (or, if applicable, such part thereof as had been paid,
reduced or satisfied by such amount), shall be reinstated and revived and
continued in full force and effect as of the date such initial payment,
reduction or satisfaction occurred. The Company waives, in its capacity as
guarantor, all set-offs, counterclaims, reductions and diminutions of any
obligation, and any defense of any kind or nature (other than, payment of the
Guaranteed Obligations), that the Company may have or assert against OCI, OFI or
any other Person, and all presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor and notices of
acceptance of its Guarantee.

      5.4. The Company, in its capacity as guarantor, hereby unconditionally
and irrevocably waives (i) any defense arising by reason of any claim or defense
based upon an election of remedies by any Holder that in any manner impairs,
reduces, releases or otherwise adversely affects the subrogation, reimbursement,
exoneration, contribution or indemnification rights of the


                                       8


Company or other rights of the Company to proceed against OCI, OFI, any other
guarantor or any other Person or collateral, if any, and (ii) any defense based
on any right of set-off or counterclaim against or in respect of the Guaranteed
Obligations or the Securities of the Company under the Indenture, the Securities
or this Supplemental Indenture.

      5.5. The Company, in its capacity as guarantor, hereby waives any right to
which it may be entitled to have its obligations under the Guarantee and the
Indenture divided among it and other guarantor of the Guaranteed Obligations, if
any, such that the Company's obligations would be less than the full amount
claimed. The Company, in its capacity as guarantor, hereby waives any right to
which it may be entitled to have the assets of OCI, OFI or any other Person who
became an "obligor" under the Securities or the Indenture first be used and
depleted as payment of the obligations of OCI, OFI or such other Person,
respectively, under the Securities and the Indenture prior to any amounts being
claimed from or paid by the Company under its Guarantee. The Company, in its
capacity as guarantor, hereby waives any right to which it may be entitled to
require that suit be instituted against OCI, OFI or any other guarantor of the
Guaranteed Obligations or "obligor" under the Securities or the Indenture prior
to an action being initiated against the Company. The Company further agrees
that the Guarantee constitutes a guarantee of payment when due (and not a
guarantee of collection) and waives any right, in its capacity as guarantor, to
require that any resort be had by any Holder or the Trustee to any security held
for payment of the Guaranteed Obligations.

      5.6. The failure to endorse the Guarantee on any Security shall not affect
or impair the validity thereof.

      5.7. The Company's obligations under its Guarantee shall not be affected
if any Holder is precluded for any reason (including, without limitation, the
application of the automatic stay under Section 362 of the Bankruptcy Code) from
enforcing or exercising any right or remedy with respect to the Securities, and
the Company shall pay to each affected Holder, upon demand, the amount that
would otherwise have been due and payable had the exercise of such rights and
remedies been permitted. In the event of any such application of the automatic
stay under Section 362 of the Bankruptcy Code, the Securities shall forthwith
become due and payable by the Company for purposes of the Guarantee.

      5.8. The Company hereby agrees that, unless and until all obligations with
respect to the Securities and the Indenture, as amended by this Supplemental
Indenture, have been paid in full, in its capacity as guarantor, it shall have
no right (whether direct or indirect) of subrogation (whether contractual, under
Section 509 of the Bankruptcy Code or otherwise) to the claims of any Holder or
the Trustee against OCI, OFI or any other Person who became an "obligor" under
the Securities or the Indenture in respect of any obligation with respect to the
Securities or the Indenture, notwithstanding any payment or payments made by the
Company hereunder or any set-off or application of funds of the Company by the
Holder; and the Company hereby waives all contractual, statutory and common law
rights of reimbursement, contribution or indemnity it may have against OCI, OFI
or any other such Person as the case may be, and any and all other rights of
payment or recovery from OCI, OFI or any other such Person, as the case may be,
that it may now have or hereafter acquire until all Securities and all
obligations under the Indenture have been paid in full (in which event such
rights of payment or recovery shall be deemed to be in the form of a loan or
loans made from the Company to OCI, OFI or any other such Person, as


                                       9


the case may be). The Company further agrees that, in its capacity as guarantor,
as between the Company, on the one hand, and the Holders and the Trustee, on the
other hand, (1) the maturity of the Securities guaranteed hereby may be
accelerated as provided in Article 6 of the Indenture for the purposes of the
Company's Guarantee hereunder, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Securities guaranteed
pursuant to this Section 5, and (2) in the event of any declaration of
acceleration of such Securities as provided in Article 6 of the Indenture, such
Securities (whether or not due and payable) will forthwith become due and
payable by the Company for the purpose of its Guarantee hereunder.

      5.9. Except as otherwise specifically provided in Section 5.12 of this
Supplemental Indenture with respect to the release of the Company from its
Guarantee hereunder, such Guarantee shall remain in full force and effect and be
binding in accordance with and to the extent of its terms upon the Company and
the successors thereof, and shall inure to the benefit of (and be enforceable
by) the Trustee and the Holders from time to time, or their respective
successors or assignees, until the Indenture shall have been terminated and the
principal of and interest, if any, on the Securities, and the obligations of the
Company in respect of the Guaranteed Obligations, have been satisfied by payment
in full.

      5.10. Payments made by the Company pursuant to its Guarantee hereunder
will be made to each Holder in the same manner, and to the same location, as
payments to such Holder are required to be made pursuant to the provisions of
the Indenture.

      5.11. The Company shall pay all reasonable costs and expenses (including
reasonable attorneys' fees and expenses) paid or incurred by the Trustee or any
Holder in connection with the enforcement of the Guarantee or any other rights
of the Trustee or such Holder under this Supplemental Indenture with respect to
such Guarantee and the prosecution or defense of any action by or against any of
the Holders in connection with the Guarantee or this Supplemental Indenture with
respect to such Guarantee, whether involving the Company or any other Person,
including a trustee in bankruptcy; provided, however, that the Company shall
have no such obligation in connection with any action brought by any Holder
against the Company to the extent that the Company is the prevailing party in
the judgment rendered in any such action; and provided further that the Company
shall not be responsible for the fees and expenses of more than one firm of
attorneys (in addition to any required local counsel).

      5.12. The Company may, by execution and delivery to the Trustee of a
supplemental indenture satisfactory to the Trustee, be released from its
Guarantee upon the sale or other transfer of its capital stock or of all or
substantially all of its assets to an entity that is not the Company or a
subsidiary of the Company and which sale is otherwise in compliance with the
Indenture, which release shall be effective without any action on the part of
the Trustee or any Holder. Upon any such release, the Trustee shall deliver an
appropriate instrument evidencing such release upon receipt of a request by the
Company or the Company accompanied by an Officers' Certificate certifying as to
compliance with this Section 5.12. Any actions taken pursuant to this Section
5.12 shall not release the Company, OCI or OFI as a primary obligor under the
Indenture or the Securities.

                                   ARTICLE SIX
                              LIABILITY OF TRUSTEE


                                       10


      Section 6.1  Trustee Not Responsible for Recitals.

      The Trustee shall not be responsible in any matter whatsoever for or in
respect of the validity or sufficiency of this First Supplemental Indenture or
for or in respect of the recitals contained herein, all of which are made solely
by the Issuers.

                                  ARTICLE SEVEN
                                  MISCELLANEOUS

      Section 7.1. Ratification and Effect.

      Except as hereby expressly amended, the Indenture is in all respects
ratified and confirmed and all the terms, provisions and conditions thereof
shall be and remain in full force and effect.

      Upon and after the execution of this Supplemental Indenture, each
reference in the Indenture to "this Indenture," "hereunder," "hereof" or words
of like import referring to the Indenture shall mean and be a reference to the
Indenture as modified hereby.

      Section 7.2  Governing Law.

      THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH
STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

      Section 7.3  Counterpart Originals.

      This Indenture may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.

      Section 7.4  Effect of Headings.

      The Table of Contents, the Cross-Reference Table, and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

      Section 7.5.      Severability.

      In case any provision in this Supplemental Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


                                       11


      Section 7.6.      Modification, Amendment and Waiver.

      The provisions of this Supplemental Indenture may not be amended,
supplemented, modified or waived except by an execution of a Supplemental
Indenture executed by OCI, OFI, the Company and the Trustee. Any such amendment
shall comply with Article 9 of the Indenture. Until an amendment, waiver or
other action by Holders becomes effective, a consent thereto by a Holder of a
Security hereunder is a continuing consent by the Holder and every subsequent
Holder of that Security or portion of the Security that evidences the same
obligation as the consenting Holder's Security, even if notation of the consent,
waiver or action is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent, waiver or action as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment, waiver or action becomes effective.
After an amendment, waiver or action becomes effective, it shall bind every
Holder.

      Section 7.7. Ratification of Indenture; Supplemental Indenture Part of
Indenture.

      Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.

      Section 7.8.  Trust Indenture Acts Controls.

      If any provision of this Supplemental Indenture limits, qualifies or
conflicts with any provision of the Trust Indenture Act of 1939, as amended (the
"TIA"), that is required under the TIA to be part of and govern any provision of
this Supplemental Indenture, the provision of the TIA shall control. If any
provision of this Supplemental Indenture modifies or excludes any provisions of
the TIA that may be so modified or excluded, the provisions of the TIA shall be
deemed to apply to the Indenture as so modified or to be excluded by this
Supplemental Indenture, as the case may be.

                         (Signatures on following page)


                                       12


      IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.

                                          OMNICOM GROUP INC.

                                          By: /s/ Randall J. Weisenburger
                                             -----------------------------------
                                             Name: Randall J. Weisenburger
                                             Title: Executive Vice President and
                                                    Chief Financial Officer

                                          OMNICOM CAPITAL INC.

                                          By: /s/ Eric Huttner
                                             -----------------------------------
                                             Name: Eric Huttner
                                             Title: Executive Vice President

                                          OMNICOM FINANCE INC.

                                          By: /s/ Randall J. Weisenburger
                                             -----------------------------------
                                             Name: Randall J. Weisenburger
                                             Title: Chief Executive Officer and
                                                    Chief Financial Officer

                                          JPMORGAN CHASE BANK, N.A., as
                                            Trustee

                                          By: /s/ Carol Ng
                                             -----------------------------------
                                             Name: Carol Ng
                                             Title: Vice President

First Supplemental Indenture

EX-4.3

                                                                     Exhibit 4.3

                                 [Form of Note]

UNLESS THIS  CERTIFICATE  IS PRESENTED BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY  TRUST  COMPANY  TO THE  COMPANY  OR ITS  AGENT FOR  REGISTRATION  OF
TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR TO SUCH  OTHER  ENTITY AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF THE DEPOSITORY  TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO.), ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED  OWNER HEREOF,  CEDE & CO.,
HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN
PART, TO NOMINEES OF THE DEPOSITORY  TRUST COMPANY OR TO A SUCCESSOR  THEREOF OR
SUCH SUCCESSOR'S  NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO  TRANSFERS  MADE IN  ACCORDANCE  WITH THE  RESTRICTIONS  SET FORTH IN
ARTICLE 2 OF THE  SUPPLEMENTAL  INDENTURE AND THE  INDENTURE  REFERRED TO ON THE
REVERSE HEREOF.




                       Form of 5.90% Senior Notes due 2016

CUSIP No. 681919 AS 5
$500,000,000

      OMNICOM  GROUP INC.,  a New York  corporation,  OMNICOM  CAPITAL  INC.,  a
Connecticut  corporation and OMNICOM FINANCE INC. a Delaware corporation (herein
collectively  referred to as the  "Issuers",  which term  includes any successor
person to any of them under the  Indenture  hereinafter  referred to), for value
received,  hereby  promises to pay to CEDE & CO.,  or  registered  assigns,  the
principal  sum of  $500,000,000  Dollars on April 15,  2016 and to pay  interest
thereon  from March 29, 2006 or from the most recent  interest  payment  date to
which interest has been paid or duly provided for, semi-annually on April 15 and
October 15 in each year , commencing  October 15, 2006, at the rate of 5.90% per
annum,  set forth below.  The interest so payable,  and punctually  paid or duly
provided for, on any interest  payment date will, as provided in such Indenture,
be paid to the person in whose name this  Security  (or one or more  Predecessor
Securities)  is registered  at the close of business on the regular  record date
for such  interest,  which  shall be the April 1 or October 1 (whether  or not a
Business Day), as the case may be, next  preceding  such interest  payment date.
Any such  interest not so punctually  paid or duly  provided for will  forthwith
cease to be payable to the Holder on such regular  record date and may either be
paid to the  person in whose  name  this  Security  (or one or more  Predecessor
Securities)  is registered at the close of business on a special record date for
the  payment  of such  defaulted  interest  to be fixed by the  Trustee,  notice
whereof  shall be given to Holders of Securities of this Series not less than 10
days  prior to such  special  record  date,  or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities  exchange
on which the  Securities  of this Series may be listed,  and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture).

      Payment of the  principal  of (and  premium,  if any) and interest on this
Security will be made at the office or agency of the Issuers maintained for that
purpose in The City of New York,  New York, in accordance  with the terms of the
Indenture  referred  to or the  reverse  hereof in such coin or  currency of the
United  States of America as at the time of payment is legal  tender for payment
of public  and  private  debts;  provided,  however,  that at the  option of the
Issuers  payment of interest  may be made by check  mailed to the address of the
person entitled thereto as such address shall appear in the Security register).

      Reference is hereby made to the further  provisions  of this  Security set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

      This Security  shall be deemed to be a contract made under the laws of the
State of New York,  and for all purposes  shall be construed in accordance  with
and governed by the laws of said state.




      Unless the certificate of  authentication  hereon has been executed by the
Trustee  referred to on the reverse  hereof by manual  signature,  this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.




      IN WITNESS  WHEREOF,  the Issuers have caused this  instrument  to be duly
executed.

Dated:                                     OMNICOM GROUP INC.


                                           By___________________________________


                                           By___________________________________


                                           OMNICOM CAPITAL INC.


                                           By___________________________________


                                           By___________________________________


                                           OMNICOM FINANCE INC.


                                           By___________________________________


                                           By___________________________________




                Form of Trustee's Certificate of Authentication.

      The Trustee's  certificate of authentication shall be in substantially the
following form:

      This is one of the Securities of the Series designated therein referred to
in the within-mentioned Indenture.

                                                       JPMorgan Chase Bank, N.A.
                                                                      As Trustee

                                            By _________________________________
                                                              Authorized Officer




                              Reverse of Security.

                               OMNICOM GROUP INC.
                              OMNICOM CAPITAL INC.
                              OMNICOM FINANCE INC.

                           5.90% Senior Notes due 2016

      This  Security  is one of a duly  authorized  issue of  securities  of the
Issuers,  designated  as their 5.90% Senior  Notes due 2016  (herein  called the
"Securities"), issued and to be issued in one or more Series under an Indenture,
dated as of March 29, 2006 (herein called the "Indenture"),  between the Issuers
and JPMorgan Chase Bank,  N.A., as Trustee  (herein called the "Trustee",  which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures  supplemental thereto reference is hereby made for a statement of
the respective rights,  limitations of rights,  duties and immunities thereunder
of the Issuers,  the Trustee and the Holders of the  Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.  This
Security  is  one of the  series  designated  on the  face  hereof,  limited  in
aggregate  principal amount to  $1,000,000,000.  Capitalized  terms used in this
Security  and not  defined  herein  have the  meaning  ascribed  thereto  in the
Indenture.

      JPMorgan  Chase Bank,  N.A.,  the  Trustee  under the  Indenture  has been
appointed by the Issuers as paying agent,  Securities registrar,  with regard to
the Securities.

      In case an Event of Default  shall have  occurred and be  continuing,  the
principal of and accrued  interest on all Securities  may be declared,  and upon
said declaration,  shall become due and payable,  in the manner, with the effect
and subject to the conditions provided for in the Indenture.

      The Securities will be redeemable,  as a whole or in part, at the Issuers'
option,  at any time or from time to time,  upon mailed notice to the registered
address of each Holder of  Securities at least 30 days but not more than 60 days
prior to the  redemption.  The redemption  price will be equal to the greater of
(1) 100% of the  principal  amount of the  Securities to be redeemed and (2) the
sum of the present values of the Remaining  Scheduled Payments on the Securities
discounted to the date of redemption,  on a semiannual basis (assuming a 360-day
year  consisting  of twelve  30-day  months),  at a rate equal to the sum of the
applicable  Treasury Rate plus 25 basis points, plus accrued and unpaid interest
thereon to the redemption date.

      "Comparable  Treasury  Issue" means the United  States  Treasury  security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining  term of the  Securities,  that  would  be  utilized,  at the  time of
selection and in accordance with customary  financial  practice,  in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Securities.

      "Comparable  Treasury Price" means,  with respect to any redemption  date,
the Reference Treasury Dealer Quotations for that redemption date.

      "Reference  Treasury  Dealer" means Citigroup  Global Markets Inc. and any
two other primary U.S. Government  securities dealer selected by the Issuers and
their respective successors.


                                      A-5


      "Reference   Treasury  Dealer  Quotations"  means,  with  respect  to  the
Reference Treasury Dealer and any redemption date, the average, as determined by
the  Trustee,  of the bid and asked  prices for the  Comparable  Treasury  Issue
(expressed  in each case as a  percentage  of its  principal  amount)  quoted in
writing to the Trustee by the Reference  Treasury  Dealer at 3:30 p.m., New York
City time, on the third business day preceding that redemption date.

      "Remaining  Scheduled  Payments" means the remaining scheduled payments of
principal of and interest on the Securities  that would be due after the related
redemption  date  but for that  redemption.  If that  redemption  date is not an
interest  payment  date with respect to the  Securities,  the amount of the next
succeeding  scheduled  interest payment on the Securities will be reduced by the
amount of interest  accrued on the  Securities to such  redemption  date. On and
after the  redemption  date,  interest will cease to accrue on the Securities or
any portion of the Securities called for redemption  (unless the Issuers default
in the payment of the redemption price and accrued  interest).  On or before the
redemption  date,  the Issuers will deposit with a paying agent (or the Trustee)
money  sufficient  to pay the  redemption  price of and accrued  interest on the
Securities to be redeemed on that date. If less than all of the  Securities  are
to be redeemed,  the  Securities to be redeemed shall be selected by the Trustee
by a method the Trustee deems to be fair and appropriate.

      "Treasury Rate" means,  with respect to any redemption  date, the rate per
annum equal to the semiannual  equivalent yield to maturity  (computed as of the
third business day immediately preceding that redemption date) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
that redemption date.

      In the event of  redemption  of this Security in part only, a new Security
or Securities of this Series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.

      The Indenture contains  provisions that permit the Issuers to elect either
(1) to defease and be discharged  from the entire  indebtedness of this Security
or (2) to be released from their obligations under certain restrictive covenants
and Events of Default with respect to this  Security,  in each case upon payment
in full of the Securities and  compliance  with certain  conditions set forth in
the Indenture.

      If an Event of Default  with  respect to  Securities  of this Series shall
occur and be  continuing,  the principal of the Securities of this Series may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

      The Indenture  permits the amendment  thereof and the  modification of the
rights and  obligations  of the  Issuers  and the  rights of the  Holders of the
Securities of each Series to be affected  under the Indenture at any time by the
Issuers  and the  Trustee  with the  consent of the  Holders  of a  majority  in
principal  amount of the Securities at the time outstanding of each Series to be
affected,  with certain  exceptions as therein  provided with respect to certain
modifications  or  amendments  which may not be made without the consent of each
Holder of such Security  affected  thereby.  The Indenture also permits  certain
amendments  and  modifications  thereto from time to


                                      A-6


time by the Issuers  and the  Trustee  without the consent of the Holders of any
Series of the Securities to be affected thereby for certain specified  purposes,
including curing  ambiguities,  defects or  inconsistencies  and making any such
change that does not adversely affect the rights of any Holder of such series of
the Securities, as provided therein.

      The  Indenture  contains  provisions  permitting  the Holders of specified
percentages  in principal  amount of the  Securities  of each Series at the time
outstanding, on behalf of the Holders of all Securities of such Series, to waive
compliance  by the Issuers with certain  provisions of the Indenture and certain
past defaults  under the Indenture and their  consequences.  Any such consent or
waiver by the Holder of this Security  shall be conclusive and binding upon such
Holder and upon all future  Holders of this Security and of any Security  issued
upon the  registration  of  transfer  hereof  or in  exchange  hereof or in lieu
hereof,  whether  or not  notation  of such  consent or waiver is made upon this
Security.

      No reference  herein to the Indenture and no provision of this Security or
of the Indenture  shall alter or impair the obligation of the Issuers,  which is
absolute and unconditional, to pay the principal of and any premium and Interest
on this  Security  at the times,  place and rate,  and in the coin or  currency,
herein prescribed.

      As provided in the  Indenture and subject to certain  limitations  therein
set  forth,  the  transfer  of this  Security  is  registrable  in the  security
register,  upon surrender of this Security for  registration  of transfer at the
office or agency of the  Issuers  in any place  where the  principal  of and any
premium  and  interest  on this  Security  are  payable,  duly  endorsed  by, or
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Issuers and the security  Registrar  duly  executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this  Series and of like tenor,  of  authorized  denominations  and for the same
aggregate  principal  amount,  will be issued to the  designated  transferee  or
transferees.

      The Securities of this Series are issuable only in registered form without
coupons  in  denominations  of $1,000  and any  integral  multiple  thereof.  As
provided in the Indenture and subject to certain  limitations therein set forth,
Securities of this Series are exchangeable for a like aggregate principal amount
of  Securities  of this  series  and of like  tenor  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

      No service charge shall be made for any such  registration  of transfer or
exchange,  but the Issuers may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due  presentment of this Security for  registration  of transfer,
the  Issuers,  the Trustee and any agent of the Issuers or the Trustee may treat
the person in whose name this Security is registered as the owner hereof for all
purposes,  whether or not this Security is overdue, and neither the Issuers, the
Trustee nor any such agent shall be affected by notice to the contrary.

      No recourse shall be had for the payment of the principal of (and premium,
if any) or  interest  on  this  Security,  or for any  claim  based  hereon,  or
otherwise in respect  hereof,  or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator,  stockholder,  officer
or  director,  as such,  past,  present  or  future,  of the  Issuers  or of any
successor


                                      A-7


corporation,  whether by virtue of any constitution,  statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance  hereof and as part of the  consideration for the issue
hereof, expressly waived and released.

      All terms used in this Security  which are defined in the Indenture  shall
have the meanings assigned to them in the Indenture.


                                      A-8