New Exhibit. (a) There is hereby added a new Exhibit M to the Agreement, such Exhibit being a copy of the “Acknowledgement and Assignment Agreement” in the form attached as Exhibit A hereto.
New Exhibit. Exhibit E attached hereto is hereby deemed to constitute Exhibit E to the Credit Agreement.
New Exhibit. A new Exhibit E in the form of Exhibit E attached to this Amendment, is hereby added to the Credit Agreement.
New Exhibit. A new Exhibit D in the form of Exhibit D attached to this Amendment, is hereby added to the Credit Agreement.
New Exhibit. There is added to the Agreement a new Exhibit A-1 which is identical to Exhibit A-I attached to this Amendment.
New Exhibit. 1.1. A new Exhibit 1.1 is added in the form of, and all references in the Amended Credit Agreement to Exhibit 1.1 are hereby deemed to be references to, the attached Exhibit 1.1.
New Exhibit. The Loan Agreement is hereby amended by adding a new Exhibit 2.03(c) thereto in the form attached hereto as Exhibit A.
New Exhibit. Exhibit B-2 attached to this Amendment is hereby added to the Loan Agreement as a new Exhibit B-2.
New Exhibit. A-2-1 (2038 Notes - Form of Face of Certificated Security) shall be added as follows: "EXHIBIT A-2-1 [Form of Certificated Security] FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THIS SECURITY IS DEEMED TO BE ISSUED WITH AN INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE DATE IS [_], AND THE YIELD TO MATURITY FOR PURPOSES OF ACCRUING ORIGINAL ISSUE DISCOUNT IS [_]% PER ANNUM. THE HOLDER OF THIS SECURITY MAY OBTAIN THE PROJECTED PAYMENT SCHEDULE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: OMNICOM GROUP INC., 437 MADISON AVENUE, 9TH FLOOR, NEW YORK, NEW YORK 10022, ATTENTION: GXXXXXX XXXXXXX [XXXXXXX XX XXXXXXXX XX X XXXXXXXCATED SECURITY TO BE HELD BY AN INSTITUTIONAL ACCREDITED INVESTOR--IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOLLOWING RESTRICTIONS.] THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH OMNICOM GROUP INC. (THE "COMPANY"), OMNICOM CAPITAL INC. ("CAPITAL") OR OMNICOM FINANCE INC. ("FINANCE AND TOGETHER WITH THE COMPANY AND CAPITAL, THE "ISSUERS") OR ANY AFFILIATE OF ANY OF THEM WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN...
