0000891092-09-000285 Sample Contracts

FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • January 23rd, 2009 • Omnicom Group Inc • Services-advertising agencies • New York

This FIFTH SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) dated as of January 20, 2009 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, the “Issuers”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (as successor to JPMorgan Chase Bank, N.A.), as trustee under the indenture referred to below (the “Trustee”).

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