0000891092-12-002244 Sample Contracts

Omnicom Group Inc. Omnicom Capital Inc. Omnicom Finance Inc. Underwriting Agreement
Underwriting Agreement • April 19th, 2012 • Omnicom Group Inc • Services-advertising agencies • New York

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 3.625% Senior Notes due 2022 (the “Securities”) identified in Schedule II hereto, to be issued under an indenture (the “Base Indenture”) dated as of July 1, 2009, between the Issuers and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”) as supplemented by the Third Supplemental Indenture to be dated as of the Closing Date (as defined herein), between the Issuers and the Trustee (the “Supplemental Inde

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