Omnicom Group Inc. Omnicom Capital Inc. Underwriting AgreementOmnicom Group Inc • August 7th, 2012 • Services-advertising agencies • New York
Omnicom Group Inc., a corporation organized under the laws of New York (the “Company”) and Omnicom Capital Inc., a corporation organized under the laws of Connecticut, (the Company and Omnicom Capital 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 dated as of July 1, 2009, between the Issuers, Omnicom Finance Inc. and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture dated as of July 20, 2012, between the Issuers and the Trustee (the indenture as so supplemented, the “Base Indenture”) as further supplemented by the Fifth Supplemental Indenture to be dated as of the Closing
