AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT
CREDIT AGREEMENT
Dated as of October 26, 2020
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of October 26, 2020 among Omnicom Capital Inc., a Connecticut corporation (“OCI”), and Omnicom Finance Limited, a private limited company organized under the laws of England and Wales (“OFL”; OCI and OFL 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 parties to the Credit Agreement referred to below (collectively, the “Lenders”) and Citibank, N.A., as administrative agent (the “Agent”) for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrowers, the Guarantor, the Lenders and the Agent have entered into a Second Amended and Restated Five Year Credit Agreement dated as of February 14, 2020 (the “Credit Agreement”). Capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the same meanings as specified in the Credit Agreement.
(2) The Borrowers, the Guarantor, the Required Lenders and the Agent have agreed to amend the Credit Agreement as hereinafter set forth.
AGREEMENTS:
Section 1.Amendment to the Credit Agreement. Section 5.03 of the Credit Agreement is, effective as of the date set forth above and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended in full to read as follows:
SECTION 5.03. Financial Covenant. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Guarantor will maintain a ratio of Consolidated Debt for Borrowed Money of the Guarantor and its Subsidiaries to Consolidated EBITDA of the Guarantor and its Subsidiaries (the “Leverage Ratio”) for the four quarters most recently ended of not greater than (a) 3.50 to 1.00 for the period of four quarters ended September 30, 2020, (b) 4.00 to 1.00 for the period of four quarters ended December 31, 2020 through and including the period of four quarters ended December 31, 2021 and (c) 3.50 to 1.00 thereafter (or, following the Agent’s receipt of notice from the Company of a Specified Acquisition (a “Covenant Notice”), for four consecutive fiscal quarters commencing with the fiscal quarter in which such Specified Acquisition occurs, (without any consent from the Agent or the Lenders), 4.00 to 1.00); provided that there shall be a period of at least two consecutive fiscal quarters after the covenant steps down to 3.50 to 1.00 before a subsequent Covenant Notice is submitted.
SECTION 2. Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received (a) counterparts of this Amendment executed by the Borrowers, the Guarantor and the Required Lenders and (b) for the account of each Lender who has delivered a counterpart to this Amendment, an amendment fee paid by or on behalf of the Borrowers in an amount equal to 0.05% of the amount of the Revolving Credit Commitment of such Lender.
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SECTION 3. Representations and Warranties of the Company. The Guarantor represents and warrants as follows:
(a) The representations and warranties contained in Section 4.01 of the Credit Agreement are correct on and as of the effective date of this Amendment, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date)
(b) No event has occurred and is continuing that constitutes a Default.
SECTION 4. Reference to and Effect on the Credit Agreement and the Notes. (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes to “the Credit Agreement”, “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement and the Notes, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, or constitute a waiver of any provision of the Credit Agreement.
SECTION 5. Costs and Expenses. The Borrowers agree to pay on demand all reasonable costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.
SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different 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. Delivery of an executed counterpart of a signature page to this Amendment by electronic medium or facsimile shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, further, that, without limiting the foregoing, upon the request of the Agent, any electronic signature shall be promptly followed by such manually executed counterpart.
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SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to conflicts of law provisions that might require the application of the laws of a different jurisdiction.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, effective as of the date first above written.
OMNICOM CAPITAL INC., as Borrower
By: /s/Xxxxxxxx X. Xxxxxxx
Name: Xxxxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
OMNICOM FINANCE LIMITED, as Borrower
By: /s/Xxxxxxxx X. Xxxxxxx
Name: Xxxxxxxx X. Xxxxxxx
Title: Director
OMNICOM GROUP INC., as Guarantor
By: /s/Xxxxxxxx X. Xxxxxxx
Name: Xxxxxxxx X. Xxxxxxx
Title: Senior Vice President and Treasurer
CITIBANK, N.A.,
as Agent and as Lender
as Agent and as Lender
By: /s/Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
JPMorgan Chase Bank, N.A.
By: /s/Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Executive Director
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/Xxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxxx
Title: Managing Director
BANK OF AMERICA, N.A.
By: /s/Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Director
BARCLAYS BANK PLC as Lender
By: /s/Xxxxx Telkman
Name: Xxxxx Telkman
Title: AVP
BNP Paribas
By: /s/Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Managing Director
By: /s/Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
DEUTSCHE BANK AG NEW YORK BRANCH, as Lender
By: /s/Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director
By: /s/Xxxx X. Xxx
Name: Xxxx X. Xxx
Title: Director
HSBC BANK USA, NATIONAL ASSOCIATION
By: /s/Xxxxx X. Xxxxx
Name: Xxxxx X Xxxxx
Title: Director
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
By: /s/Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Executive Director
By: /s/Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
ING Bank N.V., Dublin Branch
By: /s/Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director
By: /s/Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Director
Mizuho Bank, Ltd.
By: /s/Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Executive Director
MUFG BANK, LTD.
By: /s/Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Director
SOCIETE GENERALE
By: /s/Xxxxxxx Xx
Name: Xxxxxxx Xx
Title: Director
Sumitomo Mitsui Banking Corporation
By: /s/Jun Ashley
Name: Jun Ashley
Title: Director
TD BANK, N.A.
By: /s/Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Senior Vice President
U.S. Bank National Association
By: /s/Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
INTESA SANPAOLO X.XX. – NEW YORK
By: /s/Xxxxxxxxxx Xxxxx
Name: Xxxxxxxxxx Xxxxx
Title: Head of Corporate Desk
By: /s/Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Global Relationship Manager
ROYAL BANK OF CANADA, as Lender
By: /s/Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: Vice President, Corporate Client Group
STANDARD CHARTERED BANK
By: /s/Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Associate Director
The Bank of Nova Scotia
By: /s/Xxxxx XxXxxxxx
Name: Xxxxx XxXxxxxx
Title: Director
The Northern Trust Company
By: /s/Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: SVP
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as Lender
By: /s/Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Associate Director
Bank of China, New York Branch
By: /s/Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Executive Vice President
Danske Bank A/S, as Lender
By: /s/Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Senior Loan Manager
By: /s/Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Chief Loan Manager
National Australia Bank Limited
By: /s/Xxxx Xxxxx-Xxxxx
Name: Xxxx Xxxxx-Xxxxx
Title: Head of Client Coverage – US
UNICREDIT BANK AG, NEW YORK BRANCH
By: /s/Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Managing Director
By: /s/Xxx Xxxxxxxxxxxx
Xxx Xxxxxxxxxxxx
Associate Director
WESTPAC BANKING CORPORATION
By: /s/Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Director
