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Title: |
364-Day Credit Agreement |
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Entities: |
ABN AMRO Bank N.V.; Bank of Nova Scotia; Bank One, NA; Barclays Bank plc; Citibank, NA; Citigroup Global Markets Inc.; Fleet National Bank; JPMorgan Chase Bank; McGraw-Hill Companies Inc.; Omnicom Group Inc.; PNC Bank, NA; Sanpaolo IMI S.p.A.; U.S. Bank, NA; Wachovia Bank, NA; Bank of America, NA; Bank of New York; Dewey Ballantine LLP; Shearman & Sterling |
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Date: |
2003 |
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Size: |
Preview shows 12KB of 371KB total |
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Price: |
$97 |
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ID: |
#424004 |
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U.S. $1,200,000,000
364-DAY CREDIT AGREEMENT
Dated as of November 13, 2003
Among
OMNICOM FINANCE INC.
OMNICOM CAPITAL INC.
and
OMNICOM FINANCE PLC
as Borrowers
OMNICOM GROUP INC.
as Guarantor
and
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
and
CITIGROUP GLOBAL MARKETS INC.
as Lead Arranger and Book Manager
and
JPMORGAN CHASE BANK
HSBC BANK USA
and
WACHOVIA BANK, NATIONAL ASSOCIATION
as Co-Syndication Agents
and
CITIBANK, N.A.
as Agent
{PAGE}
TABLE OF CONTENTS
ARTICLE I
SECTION 1.01. Certain Defined Terms 1
SECTION 1.02. Computation of Time Periods 10
SECTION 1.03. Accounting Terms 10
ARTICLE II
SECTION 2.01. The Advances 10
SECTION 2.02. Making the Advances 10
SECTION 2.03. Fees 11
SECTION 2.04. Termination or Reduction of the Commitments 11
SECTION 2.05. Repayment of Advances 12
SECTION 2.06. Interest on Advances 12
SECTION 2.07. Interest Rate Determination 12
SECTION 2.08. Optional Conversion of Advances 13
SECTION 2.09. Prepayments of Advances 13
SECTION 2.10. Increased Costs 14
SECTION 2.11. Illegality 14
SECTION 2.12. Payments and Computations 15
SECTION 2.13. Taxes 15
SECTION 2.14. Sharing of Payments, Etc. 18
SECTION 2.15. Evidence of Debt 18
SECTION 2.16. Use of Proceeds 18
SECTION 2.17. Increase in the Aggregate Commitments 18
SECTION 2.18. Extension of Termination Date 19
{PAGE}
ARTICLE III
SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01 21
SECTION 3.02. Conditions Precedent to Each Borrowing,
Commitment Increase and Extension Date. 22
SECTION 3.03. Determinations Under Section 3.01 23
ARTICLE IV
SECTION 4.01. Representations and Warranties of the Guarantor 23
ARTICLE V
SECTION 5.01. Affirmative Covenants 24
SECTION 5.02. Negative Covenants 26
SECTION 5.03. Financial Covenants 28
ARTICLE VI
SECTION 6.01. Events of Default 28
ARTICLE VII
SECTION 7.01. Guaranty 30
SECTION 7.02. Guaranty Absolute 30
SECTION 7.03. Waivers and Acknowledgements 31
SECTION 7.04. Subrogation 32
SECTION 7.05. Subordination 32
SECTION 7.06. Continuing Guaranty; Assignments 33
ARTICLE VIII
SECTION 8.01. Authorization and Action 33
SECTION 8.02. Agent's Reliance, Etc. 33
SECTION 8.03. Citibank and Affiliates 34
SECTION 8.04. Lender Credit Decision 34
{PAGE}
SECTION 8.05. Indemnification 34
SECTION 8.06. Successor Agent 34
SECTION 8.07. Other Agents. 35
ARTICLE IX
SECTION 9.01. Amendments, Etc. 35
SECTION 9.02. Notices, Etc. 35
SECTION 9.03. No Waiver; Remedies 36
SECTION 9.04. Costs and Expenses 36
SECTION 9.05. Right of Set-off 37
SECTION 9.06. Binding Effect 37
SECTION 9.07. Assignments and Participations 37
SECTION 9.08. Confidentiality 39
SECTION 9.09. Governing Law 39
SECTION 9.10. Execution in Counterparts 39
SECTION 9.11. Jurisdiction, Etc. 39
SECTION 9.12. Waiver of Jury Trial 41
{PAGE}
Schedules
Schedule I - List of Applicable Lending Offices
Schedule 3.01(b) - Disclosed Litigation
Schedule 5.02(a) - Existing Liens
Schedule 5.02(d) - Existing Debt
Exhibits
Exhibit A - Form of Note
Exhibit B - Form of Notice of Borrowing
Exhibit C - Form of Assignment and Acceptance
Exhibit D-1 - Form of Opinion of New York Counsel for the Loan Parties
Exhibit D-2 - Form of Opinion of English Counsel for OFP
{PAGE}
364-DAY CREDIT AGREEMENT
Dated as of November 13, 2003
OMNICOM FINANCE INC., a Delaware corporation ("OFI"), OMNICOM CAPITAL
INC., a Connecticut corporation ("OCI"), and OMNICOM FINANCE PLC, a corporation
organized under the laws of England and Wales ("OFP"; OFI, OCI and OFP are each
a "Borrower" and collectively, the "Borrowers"), OMNICOM GROUP INC., a New York
corporation (the "Guarantor"), the banks, financial institutions and other
institutional lenders (the "Initial Lenders") listed on the signature pages
hereof, CITIGROUP GLOBAL MARKETS INC., as lead arranger and book manager,
JPMORGAN CHASE BANK, HSBC BANK USA and WACHOVIA BANK, NATIONAL ASSOCIATION, as
co-syndication agents, and CITIBANK, N.A. ("Citibank"), as agent (the "Agent")
for the Lenders (as hereinafter defined), agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):
"Advance" means an advance by a Lender to a Borrower as part of a
Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance
(each of which shall be a "Type" of Advance).
"Affiliate" means, as to any Person, any other Person (other than an
individual) that, directly or indirectly, controls, is controlled by or is
under common control with such Person; provided that, for purposes of
Section 5.01(h), an Affiliate of a Borrower shall include any Person that
(x) is a director or officer of such Person or (y) has the possession,
direct or indirect, of the power to vote 5% or more of the Voting Stock of
such Person. A Person shall be deemed to control another Person if such
Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such Person, whether through
the ownership of Voting Stock, by contract or otherwise.
"Agent's Account" means the account of the Agent maintained by the
Agent at Citibank at its office at 388 Greenwich Street, New York, New
York 10013, Account No. 36852248, Attention: Bank Loan Syndications.
"Applicable Lending Office" means, with respect to each Lender, such
Lender's Domestic Lending Office in the case of a Base Rate Advance and
such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate
Advance.
"Applicable Margin" means (a) for Base Rate Advances, 0% per annum
and (b) for Eurodollar Rate Advances, as of any date, a percentage per
annum determined by reference to the Public Debt Rating in effect on such
date as set forth below:
--------------------------------------------------------------------------------
Public Debt Rating Applicable Margin for Applicable Margin for
S&P/Moody's Eurodollar Rate Advances Eurodollar Rate Advances
Prior to the Term Loan On and After the Term Loan
Conversion Date Conversion Date
--------------------------------------------------------------------------------
Level 1
A+ or A1 or above 0.165% 0.625%
--------------------------------------------------------------------------------
Level 2
A or A2 0.275% 0.750%
--------------------------------------------------------------------------------
{PAGE}
--------------------------------------------------------------------------------
Public Debt Rating Applicable Margin for Applicable Margin for
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