Exhibit 10.1


EXECUTION COPY


U.S. $2,500,000,000


AMENDED AND RESTATED FIVE YEAR CREDIT
AGREEMENT


Dated as of October 12, 2011,


Among


OMNICOM CAPITAL INC.


and


OMNICOM FINANCE PLC


as Borrowers


OMNICOM GROUP INC.


as Guarantor


THE INITIAL LENDERS NAMED HEREIN


as Initial Lenders


CITIGROUP GLOBAL MARKETS INC.,


J.P. MORGAN SECURITIES LLC


and


MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED


as Lead Arrangers
and Book Managers


JPMORGAN CHASE BANK, N.A.


and


BANK OF AMERICA, N.A.


as Syndication Agents


HSBC BANK USA, NATIONAL
ASSOCIATION,


WELLS FARGO BANK, NATIONAL
ASSOCIATION


and


BANCO BILBAO VIZCAYA ARGENTARIA,
S.A. NEW YORK BRANCH


as Documentation Agents


and


CITIBANK, N.A.


as Administrative
Agent



    	 
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TABLE OF CONTENTS






	ARTICLE I	 
	 	SECTION 1.01.  Certain Defined Terms	1
	 	SECTION 1.02.  Computation of Time Periods	12
	 	SECTION 1.03.  Accounting Terms	12
	ARTICLE II	 
	 	SECTION 2.01.  The Advances and Letters of Credit	12
	 	SECTION 2.02.  Making the Advances	13
	 	SECTION 2.03.  Issuance of and Drawings and Reimbursement Under Letters of Credit	14
	 	SECTION 2.04.  Fees	15
	 	SECTION 2.05.  Optional Termination or Reduction of the Commitments	16
	 	SECTION 2.06.  Repayment of Advances and Letter of Credit Drawings	16
	 	SECTION 2.07.  Interest on Advances	17
	 	SECTION 2.08.  Interest Rate Determination	18
	 	SECTION 2.09.  Optional Conversion of Advances	19
	 	SECTION 2.10.  Prepayments of Advances	19
	 	SECTION 2.11.  Increased Costs	20
	 	SECTION 2.12.  Illegality	21
	 	SECTION 2.13.  Payments and Computations	21
	 	SECTION 2.14.  Taxes	22
	 	SECTION 2.15.  Sharing of Payments, Etc.	26
	 	SECTION 2.16.  Evidence of Debt	26
	 	SECTION 2.17.  Use of Proceeds	26
	 	SECTION 2.18.  Increase in the Aggregate Commitments	26



 



    	 
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	 	SECTION 2.19.  Defaulting Lenders	28
	 	SECTION 2.20.  Mitigation Obligations; Replacement of Lenders	30
	ARTICLE III	 
	 	SECTION 3.01.  Conditions Precedent to Effectiveness of Section 2.01	30
	 	SECTION 3.02.  Conditions Precedent to Each Borrowing, Each Issuance and each Commitment Increase	32
	 	SECTION 3.03.  Determinations Under Section 3.01	32
	ARTICLE IV	 
	 	SECTION 4.01.  Representations and Warranties of the Guarantor	32
	ARTICLE V	 
	 	SECTION 5.01.  Affirmative Covenants	33
	 	SECTION 5.02.  Negative Covenants	35
	 	SECTION 5.03.  Financial Covenants	37
	ARTICLE VI	 
	 	SECTION 6.01.  Events of Default	37
	 	SECTION 6.02.  Actions in Respect of Letters of Credit upon Default	39
	ARTICLE VII	 
	 	SECTION 7.01.  Guaranty	39
	 	SECTION 7.02.  Guaranty Absolute	40
	 	SECTION 7.03.  Waivers and Acknowledgements	41
	 	SECTION 7.04.  Subrogation	41
	 	SECTION 7.05.  Subordination	41
	 	SECTION 7.06.  Continuing Guaranty; Assignments	42
	ARTICLE VIII	 
	 	SECTION 8.01.  Authorization and Authority	42
	 	SECTION 8.02.  Rights as a Lender	42



 



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	 	SECTION 8.03.  Duties of Agent; Exculpatory Provisions	43
	 	SECTION 8.04.  Reliance by Agent	43
	 	SECTION 8.05.  Delegation of Duties	44
	 	SECTION 8.06.  Resignation of Agent	44
	 	SECTION 8.07.  Non-Reliance on Agent and Other Lenders	44
	 	SECTION 8.08.  No Other Duties, Etc.	45
	ARTICLE IX	 
	 	SECTION 9.01.  Amendments, Etc.	45
	 	SECTION 9.02.  Notices, Etc.	46
	 	SECTION 9.03.  No Waiver; Remedies	47
	 	SECTION 9.04.  Costs and Expenses	47
	 	SECTION 9.05.  Right of Set-off	48
	 	SECTION 9.06.  Binding Effect	48
	 	SECTION 9.07.  Assignments and Participations	48
	 	SECTION 9.08.  Confidentiality	51
	 	SECTION 9.09.  Governing Law	52
	 	SECTION 9.10.  Execution in Counterparts	52
	 	SECTION 9.11.  Judgment	52
	 	SECTION 9.12.  Jurisdiction, Etc.	52
	 	SECTION 9.13.  Substitution of Currency	53
	 	SECTION 9.14.  No Liability of the Issuing Banks	53
	 	SECTION 9.15.  Patriot Act	53
	 	SECTION 9.16.  Waiver of Jury Trial	54


 



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Schedules


Schedule I –
Commitments of the Initial Lenders and the Initial Issuing Banks


Schedule 2.01(b) –
Existing Letters of Credit


Schedule 3.01(b) -
Disclosed Litigation


Schedule 5.02(a) -
Existing Liens


Schedule 5.02(d) -
Existing Debt


Exhibits


Exhibit A  - Form
of Note


Exhibit B  - Form
of Notice of Borrowing


Exhibit C  - Form
of Assignment and Assumption


Exhibit D-1  - Form
of Opinion of New York Counsel for the Loan Parties


Exhibit D-2  - Form
of Opinion of English Counsel for OFP


 



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AMENDED AND RESTATED
FIVE YEAR CREDIT AGREEMENT


Dated as of October
12, 2011


OMNICOM CAPITAL INC.,
a Connecticut corporation (“OCI”), and OMNICOM FINANCE PLC, a public limited company organized under the laws
of England and Wales (“OFP”; OCI and OFP 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 (the “Initial Lenders”) and initial issuing banks (the “Initial Issuing Banks”) listed
on the signature pages hereof, CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED, as lead arrangers and book managers, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as syndication agents,
HSBC BANK USA, NATIONAL ASSOCIATION, WELLS FARGO BANK, NATIONAL ASSOCIATION and BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK
BRANCH, as documentation agents, and CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”)
for the Lenders (as hereinafter defined), agree as follows:


PRELIMINARY STATEMENT.
The Borrowers, the Guarantor, the lenders parties thereto and Citibank, as agent, are parties to an Amended and Restated Three
Year Credit Agreement dated as of December 9, 2010 (the “Existing Credit Agreement”). Subject to the satisfaction
of the conditions set forth in Section 3.01, the Borrowers, the Guarantor, the lenders parties hereto and Citibank, as Agent, desire
to amend and restate the Existing Credit Agreement as herein set forth.


ARTICLE I


DEFINITIONS AND ACCOUNTING
TERMS


SECTION 1.01. Certain
Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent and completed by Lenders specifying
their Domestic Lending Office and Eurocurrency Lending Office, among other information.


“Advance”
means an advance by an Issuing Bank or a Lender pursuant to Section 2.03(c) or by a Lender to a Borrower as part of a Borrowing
pursuant to Section 2.01 and may refer to a Base Rate Advance or a Eurocurrency Rate Advance (each of which shall be a “Type”
of Advance).


“Affiliate”
means, as to any Person, any other Person (other than an individual) that, directly or indirectly, controls, is controlled by or
is under common control with such Person; provided that, for purposes of Section 5.01(h), an Affiliate of a Borrower shall include
any Person that (x) is a director or officer of such Person or (y) has the possession, direct or indirect, of the power to vote
5% or more of the Voting Stock of such Person. A Person shall be deemed to control another Person if such Person possesses, directly
or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership
of Voting Stock, by contract or otherwise.


“Agent’s
Account” means (a) in the case of Advances denominated in Dollars, the account of the Agent maintained by the Agent
at Citibank at its office at 1615 Brett Road, Building #3, New Castle, Delaware 19720, Account No. 36852248, Attention: Bank
Loan Syndications, (b) in the case of Advances denominated in any Committed Currency, the account of the Sub-Agent designated
in writing from time to time by the Agent to the Borrowers and the Lenders for such purpose and (c) in any such case, such
other account of the Agent as is designated in writing from time to time by the Agent to the Borrowers and the Lenders for such
purpose.


“Agent
Parties” has the meaning specified in Section 9.02(d)(ii).






    	 
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“Applicable
Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base
Rate Advance and such Lender’s Eurocurrency Lending Office in the case of a Eurocurrency Rate Advance.


“Applicable
Margin” means as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such
date as set forth below:


	
        Public Debt Rating

        S&P/Moody’s
	
        Applicable Margin for

        Eurocurrency Rate 

Advances
	
        Applicable Margin for

        Base Rate Advances

	
        Level 1

        A+ or A1 or above
	
         

        0.670%
	
         

        0.000%

	
        Level 2

        A or A2
	
         

        0.775%
	
         

        0.000%

	
        Level 3

        A- or A3
	
         

        0.875%
	
         

        0.000%

	
        Level 4

        BBB+ or Baa1
	
         

        0.975%
	
         

        0.000%

	
        Level 5

        BBB or Baa2
	
         

        1.050%
	
         

        0.050%

	
        Level 6

        Lower than Level 5
	
         

        1.250%
	
         

        0.250%



 


“Applicable
Percentage” means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect
on such date as set forth below:


	
        Public Debt Rating

        S&P/Moody’s
	
        Applicable

        Percentage

	
        Level 1

        A+ or A1 or above
	
         

        0.080%

	
        Level 2

        A or A2
	
         

        0.100%

	
        Level 3

        A- or A3
	
         

        0.125%

	
        Level 4

        BBB+ or Baa1
	
         

        0.150%

	
        Level 5

        BBB or Baa2
	
         

        0.200%

	
        Level 6

        Lower than Level 5
	
         

        0.250%



 


“Approved
Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or
an Affiliate of an entity that administers or manages a Lender.


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee, and accepted by
the Agent, in substantially the form of Exhibit C hereto.


“Assuming
Lender” has the meaning specified in Section 2.18(d).


“Assumption
Agreement” has the meaning specified in Section 2.18(d)(ii). 






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“Available
Amount” of any Letter of Credit means, at any time, the maximum amount available to be drawn under such Letter of Credit
at such time (assuming compliance at such time with all conditions to drawing).


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.


“Base
Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times
be equal to the highest of:


(a) the rate
of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate;


(b) 1⁄2
of one percent per annum above the Federal Funds Rate; and


(c) the British
Bankers Association Interest Settlement Rate applicable to Dollars for a period of one month (“One Month LIBOR”)
plus 1.00% (for the avoidance of doubt, the One Month LIBOR for any day shall be based on the rate appearing on Reuters LIBOR01
Page (or any successor or substitute page of Reuters, or any successor to or substitute for Reuters, providing rate quotations
comparable to those currently provided on such page of Reuters, as determined by the Agent from time to time for purposes of providing
quotations of interest rates applicable to deposits in Dollars by reference to the British Bankers Association Interest Settlement
Rates for deposits in Dollars) at approximately 11:00 A.M. London time on such day).


“Base
Rate Advance” means an Advance denominated in Dollars that bears interest as provided in Section 2.07(a)(i).


“Borrowing”
means (a) with respect to the making of Advances (i) a borrowing consisting of simultaneous Advances of the same Type made by each
of the Lenders pursuant to Section 2.01 or (ii) a borrowing consisting of the Advances made pursuant to Section 2.03(c) by
each of the Lenders, other than the applicable Issuing Bank, and by such Issuing Bank, to the extent of its Ratable Share of its
payment of a draft drawn on a Letter of Credit that is not reimbursed by the applicable Borrower on the date made; and (b) in other
contexts (i) that portion of the Advances comprised of all outstanding Base Rate Advances and (ii) that portion of the Advances
converted into, or continued as, Eurocurrency Rate Advances having the same Interest Period.


“Borrowing
Minimum” means, in respect of Advances denominated in Dollars, $10,000,000, in respect of Advances denominated in Sterling,
£10,000,000 and, in respect of Advances denominated in Euro, €10,000,000.


“Borrowing
Multiple” means, in respect of Advances denominated in Dollars, $1,000,000 in respect of Advances denominated in Sterling,
£1,000,000 and, in respect of Advances denominated in Euro, €1,000,000.


“Business
Day” means a day of the year on which banks are not required or authorized by law to close in New York City and,
if the applicable Business Day relates to any Eurocurrency Rate Advances, on which dealings are carried on in the London interbank
market and banks are open for business in London and in the country of issue of the currency of such Eurocurrency Rate Advance
(or, in the case of an Advance denominated in Euro, on which the Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is open).


“Commitment”
means a Revolving Credit Commitment or a Letter of Credit Commitment.


“Commitment
Date” has the meaning specified in Section 2.18(b).






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“Commitment
Increase” has the meaning specified in Section 2.18(a).


“Committed
Currencies” means lawful currency of the United Kingdom of Great Britain and Northern Ireland and Euro.


“Confidential
Information” means information that a Loan Party furnishes to the Agent or any Lender in a writing designated as confidential.


“Consolidated”
refers to the consolidation of accounts in accordance with GAAP.


“Convert”,
“Conversion” and “Converted” each refers to a conversion of Advances of one Type into Advances
of the other Type pursuant to Section 2.08 or 2.09.


“CTA”
means the UK Corporation Tax Act 2009.


“Debt”
of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations
of such Person for the deferred purchase price of property or services (other than earn-out payment obligations of such Person
in connection with the purchase of property or services to the extent they are still contingent), (c) all obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising
under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of
such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with
GAAP, recorded as capital leases, (f) all obligations, contingent or otherwise, of such Person in respect of acceptances,
letters of credit or similar extensions of credit, (g) all obligations of such Person in respect of Hedge Agreements, (h) all
Debt of others referred to in clauses (a) through (g) above or clause (i) below and other payment obligations guaranteed
directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement
(1) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (2) to purchase,
sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor
to make payment of such Debt or to assure the holder of such Debt against loss, (3) to supply funds to or in any other manner
invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received
or such services are rendered) or (4) otherwise to assure a creditor against loss, and (i) all Debt referred to in clauses (a)
through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured
by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person
has not assumed or become liable for the payment of such Debt.


“Debt
for Borrowed Money” of any Person means all items that, in accordance with GAAP, would be classified as indebtedness
on a Consolidated balance sheet of such Person.


“Default”
means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given
or time elapse or both.


“Defaulting
Lender” means, subject to Section 2.19(d), at any time, any Lender that, at such time (a) has failed to perform any of
its funding obligations hereunder, including in respect of its Advances or participations in respect of Letters of Credit, within
two Business Days of the date required to be funded by it hereunder, (b) has notified the Borrowers or the Agent in writing that
it does not intend to comply with its funding obligations generally or has made a public statement to that effect with respect
to its funding obligations hereunder or generally under other agreements in which it commits to extend credit, (c) has failed,
within three Business Days after written request by the Agent (based on its reasonable belief that such Lender may not fulfill
its funding obligations hereunder), to confirm in a manner satisfactory to the Agent that it will comply with its funding obligations
hereunder, provided that such Lender shall cease to be a Defaulting Lender upon receipt of such written confirmation by the Agent
and the Agent’s written






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notice to the Defaulting Lender and the Borrowers that such confirmation is satisfactory, or (d)
has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any debtor relief law, (ii)
had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent
to, approval of or acquiescence in any such proceeding or appointment; provided that, for the avoidance of doubt, a Lender
shall not be a Defaulting Lender solely by virtue of (1) the control, ownership or acquisition of any equity interest in that Lender
or any direct or indirect parent company thereof by a governmental authority or (2) in the case of a solvent Lender, the precautionary
appointment of an administrator, guardian, custodian or other similar official by a government authority under or based on the
law of the country where such lender is subject to home jurisdiction supervision if applicable law requires that such appointment
not be publicly disclosed, so long as, in the case of clause (1) and clause (2), such action does not result in or provide such
Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of
attachment on its assets or permit such Lender (or such governmental authority or instrumentality) to reject, repudiate, disavow
or disaffirm any contracts or agreements made with such Person.


“Disclosed
Litigation” has the meaning specified in Section 3.01(b).


“Dollars”
and the “$” sign each means lawful currency of the United States of America.


“Domestic
Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending
Office” in its Administrative Questionnaire delivered to the Agent, or such other office of such Lender as such Lender may
from time to time specify to the Borrowers and the Agent.


“EBITDA”
means, for any period, net income (or net loss) plus the sum of (a) net interest expense, (b) income tax expense, (c) depreciation
expense and (d) amortization expense, in each case determined in accordance with GAAP for such period.


“Effective
Date” has the meaning specified in Section 3.01.


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Section 9.07(b)(iii), (v) and (vi) (subject
to such consents, if any, as may be required under Section 9.07(b)(iii)).


“Environmental
Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability
or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental
Law, Environmental Permit or hazardous materials or arising from alleged injury or threat of injury to health, safety or the environment,
including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response,
remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution,
indemnification, cost recovery, compensation or injunctive relief.


“Environmental
Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree
or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety
or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal,
release or discharge of hazardous materials.


“Environmental
Permit” means any permit, approval, identification number, license or other authorization required under any Environmental
Law.


“Equivalent”
in Dollars of any Committed Currency on any date means the equivalent in Dollars of such Committed Currency determined by using
the quoted spot rate at which the Sub-Agent’s principal office in London offers to exchange Dollars for such Committed Currency
in London at approximately 4:00 P.M. (London time) (unless otherwise indicated by the terms of this Agreement) on such date as
is required pursuant to the terms of this Agreement, and the “Equivalent” in any Committed Currency of Dollars






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means
the equivalent in such Committed Currency of Dollars determined by using the quoted spot rate at which the Sub-Agent’s principal
office in London offers to exchange such Committed Currency for Dollars in London at approximately 4:00 P.M. (London time) (unless
otherwise indicated by the terms of this Agreement) on such date as is required pursuant to the terms of this Agreement.


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.


“ERISA
Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the Guarantor’s controlled
group, or under common control with the Guarantor, within the meaning of Section 414 of the Internal Revenue Code.


“ERISA
Event” means (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with
respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC, or (ii) the requirements
of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are met with respect to a contributing
sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12)
or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the
application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice
of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan
amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Guarantor or
any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Guarantor or
any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2)
of ERISA; (f)  the conditions for the imposition of a lien under Section 303(k) of ERISA shall have been met with respect
to any Plan; or (g) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA,
or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination
of, or the appointment of a trustee to administer, a Plan.


“EURIBO
Rate” means, for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Borrowing, the rate
per annum appearing on Reuters EURIBOR01 page (or on any successor or substitute page of Reuters, or any successor to or substitute
for Reuters, providing rate quotations comparable to those currently provided on such page of Reuters, as determined by the Agent
from time to time for purposes of providing quotations of interest rates applicable to deposits in Euro by reference to the Banking
Federation of the European Union Settlement Rates for deposits in Euro) at approximately 10:00 A.M., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for deposits in Euro with a maturity comparable to such Interest
Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/16
of 1% per annum, if such average is not such a multiple) of the respective rates per annum at which deposits in Euro are offered
by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M.
(London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference
Bank’s Eurocurrency Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period and for
a period equal to such Interest Period (subject, however, to the provisions of Section 2.08).


“Euro”
means the lawful currency of the European Union as constituted by the Treaty of Rome which established the European Community,
as such treaty may be amended from time to time and as referred to in the EMU legislation.


“Eurocurrency
Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve
System, as in effect from time to time.


“Eurocurrency
Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Eurocurrency Lending
Office” in its Administrative Questionnaire delivered to the Agent,






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or such other office of such Lender as such Lender may
from time to time specify to the Borrowers and the Agent.


“Eurocurrency
Rate” means, for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Borrowing, an interest
rate per annum equal to the rate per annum obtained by dividing (a)(i) in the case of any Advance denominated in Dollars or any
Committed Currency other than Euro, the rate per annum (rounded upward to the nearest whole multiple of 1/16 of 1% per annum) appearing
on Reuters LIBOR01 Page (or any successor page) as the London interbank offered rate for deposits in Dollars or the applicable
Committed Currency at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for
a term comparable to such Interest Period or, if for any reason such rate is not available (but subject to the provisions of Section
2.08), the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple)
of the rate per annum at which deposits in Dollars or the applicable Committed Currency is offered by the principal office of each
of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business
Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Eurocurrency
Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest
Period or, (ii) in the case of any Advance denominated in Euro, the EURIBO Rate by (b) a percentage equal to 100% minus the
Eurocurrency Rate Reserve Percentage for such Interest Period.


“Eurocurrency
Rate Advance” means an Advance denominated in Dollars or a Committed Currency that bears interest as provided in Section 2.07(a)(ii).


“Eurocurrency
Rate Reserve Percentage” for any Interest Period for all Eurocurrency Rate Advances comprising part of the same Borrowing
means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued
from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank
of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate
on Eurocurrency Rate Advances is determined) having a term equal to such Interest Period.


“Events
of Default” has the meaning specified in Section 6.01.


“Facility”
means the Revolving Credit Facility or the Letter of Credit Facility.


“FATCA”
means Sections 1471 through 1474 of the Internal Revenue Code, as in effect on the date hereof.


“Federal
Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations
for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.


“Fund”
means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its activities.


“GAAP”
has the meaning specified in Section 1.03.


“Guaranteed
Obligations” has the meaning specified in Section 7.01.



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“Guaranty”
means the provisions of Article VII.


“Hedge
Agreements” means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts and other similar agreements.


“Increase
Date” has the meaning specified in Section 2.18(a).


“Increasing
Lender” has the meaning specified in Section 2.18(b).


“Information
Memorandum” means the information memorandum dated September 2011 used by the Agent in connection with the syndication
of the Commitments.


“Interest
Period” means, for each Eurocurrency Rate Advance comprising part of the same Borrowing, the period commencing on the
date of such Eurocurrency Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurocurrency Rate Advance
and ending on the last day of the period selected by the applicable Borrower pursuant to the provisions below and, thereafter,
with respect to Eurocurrency Rate Advances, each subsequent period commencing on the last day of the immediately preceding Interest
Period and ending on the last day of the period selected by such Borrower pursuant to the provisions below. The duration of each
such Interest Period shall be one, two, three or six months, and subject to clause (c) of this definition, nine or twelve months,
as the applicable Borrower may, upon notice received by the Agent not later than 11:00 A.M. (New York City time) on the
third Business Day prior to the first day of such Interest Period, select; provided, however, that:


(a) the Borrowers
may not select any Interest Period that ends after the Termination Date;


(b) Interest
Periods commencing on the same date for Eurocurrency Rate Advances comprising part of the same Borrowing shall be of the same duration;


(c) in the
case of any such Borrowing, the Borrowers shall not be entitled to select an Interest Period having duration of nine or twelve
months unless, by 2:00 P.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, each
Lender notifies the Agent that such Lender will be providing funding for such Borrowing with such Interest Period (the failure
of any Lender to so respond by such time being deemed for all purposes of this Agreement as an objection by such Lender to the
requested duration of such Interest Period); provided that, if any or all of the Lenders object to the requested duration of such
Interest Period, the duration of the Interest Period for such Borrowing shall be one, two, three or six months, as specified by
the Borrower requesting such Borrowing in the applicable Notice of Borrowing as the desired alternative to an Interest Period of
nine or twelve months;


(d) whenever
the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period
shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last
day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on
the next preceding Business Day; and


(e) whenever
the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding
day in the calendar month that succeeds such initial calendar month by the number of months in such Interest Period, such Interest
Period shall end on the last Business Day of such succeeding calendar month.


“Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated
and rulings issued thereunder.






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“Issuing
Bank” means an Initial Issuing Bank or any Eligible Assignee to which a portion of the Letter of Credit Commitments hereunder
has been assigned pursuant to Section 9.07 so long as such Eligible Assignee expressly agrees to perform in accordance with their
terms all of the obligations that by the terms of this Agreement are required to be performed by it as an Issuing Bank and notifies
the Agent of its Applicable Lending Office (which information shall be recorded by the Agent in the Register), for so long as such
Initial Issuing Bank or Eligible Assignee, as the case may be, shall have a Letter of Credit Commitment.


“ITA”
means the UK Income Tax Act 2007.


“L/C
Cash Deposit Account” means an interest bearing cash deposit account to be established and maintained by the Agent, over
which the Agent shall have sole dominion and control, upon such terms as may be reasonably satisfactory to the Agent.


“L/C
Related Documents” has the meaning specified in Section 2.06(b)(i).


“Lenders”
means the Initial Lenders, each Issuing Bank, each Assuming Lender that shall become a party hereto pursuant to Section 2.18 and
each Person that shall become a party hereto pursuant to Section 9.07.


“Letter
of Credit” has the meaning specified in Section 2.01(b).


“Letter
of Credit Agreement” has the meaning specified in Section 2.03(a).


“Letter
of Credit Commitment” means, with respect to each Issuing Bank, the obligation of such Issuing Bank to issue Letters
of Credit for the account of the Borrowers in (a) the maximum aggregate Available Amount set forth opposite such Issuing Bank’s
name on Schedule I hereto under the caption “Letter of Credit Commitment” or (b) if such Issuing Bank has entered into
one or more Assignment and Assumptions, the amount set forth for such Issuing Bank in the Register maintained by the Agent pursuant
to Section 9.07(c) as such Issuing Bank’s “Letter of Credit Commitment”, in each case as such amount may
be reduced prior to such time pursuant to Section 2.05.


“Letter
of Credit Facility” means, at any time, an amount equal to the least of (a) the aggregate amount of the Issuing Banks’
Letter of Credit Commitments at such time, (b) $100,000,000 and (c) the aggregate amount of the Revolving Credit Commitments, as
such amount may be reduced at or prior to such time pursuant to Section 2.05.


“Lien”
means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement intended
to provide security for the payment or performance of an obligation, including, without limitation, the lien or retained security
title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.


“Loan
Party” means each Borrower and the Guarantor.


“Material
Adverse Change” means any material adverse change in the business, condition (financial or otherwise), operations, performance
or properties of the Guarantor or the Guarantor and its Subsidiaries taken as a whole.


“Material
Adverse Effect” means a material adverse effect on (a) the business, condition (financial or otherwise), operations,
performance or properties of the Guarantor or the Guarantor and its Subsidiaries taken as a whole, (b) the rights and remedies
of the Agent or any Lender under this Agreement or any Note or (c) the ability of any Loan Party to perform its obligations
under this Agreement or any Note.


“Moody’s”
means Moody’s Investors Service, Inc.






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“Multiemployer
Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Guarantor or any ERISA
Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions.


“Multiple
Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained
for employees of the Guarantor or any ERISA Affiliate and at least one Person other than the Guarantor and the ERISA Affiliates
or (b) was so maintained and in respect of which the Guarantor or any ERISA Affiliate could have liability under Section 4064
or 4069 of ERISA in the event such plan has been or were to be terminated.


“Note”
means a promissory note of a Borrower payable to the order of any Lender, delivered pursuant to a request made under Section 2.16
in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting
from the Advances made by such Lender to such Borrower.


“Notice
of Borrowing” has the meaning specified in Section 2.02(a).


“Notice of
Issuance” has the meaning specified in Section 2.03(a).


“Payment
Office” means, for any Committed Currency, such office of Citibank as shall be from time to time selected by the Agent
and notified by the Agent to the Borrowers and the Lenders.


“PBGC”
means the Pension Benefit Guaranty Corporation (or any successor).


“Permitted
Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding
shall have been commenced: (a) Liens for taxes, assessments and governmental charges or levies to the extent not required
to be paid under Section 5.01(b) hereof; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,
workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations
that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings
that prevent the forfeiture or sale of the assets subject to such Lien; (c) pledges or deposits to secure obligations under
workers’ compensation laws or similar legislation or to secure public or statutory obligations or, in any such case, to secure
reimbursement obligations under letters of credit or bonds issued to support such obligations; and (d) easements, rights of
way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or
materially adversely affect the use of such property for its present purposes.


“Person”
means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association,
joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.


“Plan”
means a Single Employer Plan or a Multiple Employer Plan.


“Post-Petition
Interest” has the meaning specified in Section 7.05.


“Public
Debt Rating” means, as of any date, the rating that has been most recently announced by either S&P or Moody’s,
as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Guarantor or, if either
such rating agency shall have issued more than one such rating, the lowest such rating issued by such rating agency. For purposes
of the foregoing, (a) if only one of S&P and Moody’s shall have in effect a Public Debt Rating, the Applicable Margin
and the Applicable Percentage shall be determined by reference to the available rating; (b) if neither S&P nor Moody’s
shall have in effect a Public Debt Rating, the Applicable Margin and the Applicable Percentage will be set in accordance with Level 6
under the definition of “Applicable Margin” or “Applicable Percentage”, as the case may be; (c) if
the ratings established by S&P and Moody’s shall fall within different levels, the Applicable Margin and the Applicable
Percentage shall be based upon the higher rating






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unless such rating differs by two or more levels, in which case the applicable
level will be deemed to be one level above the lower of such levels; (d) if any rating established by S&P or Moody’s
shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating
agency making such change; and (e) if S&P or Moody’s shall change the basis on which ratings are established, each
reference to the Public Debt Rating announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent
rating by S&P or Moody’s, as the case may be.


“Ratable
Share” of any amount means, with respect to any Lender at any time, the product of such amount times a fraction the numerator
of which is the amount of such Lender’s Revolving Credit Commitment at such time (or, if the Revolving Credit Commitments
shall have been terminated pursuant to Section 2.05 or 6.01, the aggregate principal amount of such Lender’s Advances)
and the denominator of which is the aggregate amount of all Revolving Credit Commitments at such time (or, if the Revolving Credit
Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the aggregate principal amount of all outstanding
Advances).


“Reference
Banks” means Citibank, JPMorgan Chase Bank, N.A., HSBC Bank USA, National Association and Bank of America, N.A.


“Register”
has the meaning specified in Section 9.07(c).


“Related
Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,
agents and advisors of such Person and of such Person’s Affiliates.


“Required
Lenders” means at any time Lenders owed at least a majority in interest of the then aggregate unpaid principal amount
(based on the Equivalent in Dollars at such time) of the Advances owing to Lenders, or, if no such principal amount is then outstanding,
Lenders having at least a majority in interest of the Revolving Credit Commitments; provided that if any Lender shall be
a Defaulting Lender at such time, there shall be excluded from the determination of Required Lenders at such time the Revolving
Credit Commitments of such Defaulting Lender at such time.


“Revolving
Credit Commitment” means as to any Lender (a) the Dollar amount set forth opposite such Lender’s name on the
Schedule I hereto as such Lender’s “Revolving Credit Commitment”, (b) if such Lender has become a Lender hereunder
pursuant to an Assumption Agreement, the Dollar amount set forth in such Assumption Agreement or (c) if such Lender has entered
into any Assignment and Assumption, the Dollar amount set forth for such Lender in the Register maintained by the Agent pursuant
to Section 9.07(c), as such amount may be reduced pursuant to Section 2.05 or increased pursuant to Section 2.18.


“Revolving
Credit Facility” means, at any time, an amount equal to the aggregate amount of the Revolving Credit Commitments at such
time.


“S&P”
means Standard & Poor’s Financial Services LLC.


“SEC”
has the meaning specified in Section 5.01(i)(iv).


“Single
Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained
for employees of the Guarantor or any ERISA Affiliate and no Person other than the Guarantor and the ERISA Affiliates or (b) was
so maintained and in respect of which the Guarantor or any ERISA Affiliate could have liability under Section 4069 of ERISA
in the event such plan has been or were to be terminated.


“SL
Scheme” means the Syndicated Loan Scheme as described in the Syndicated Loan Scheme Guidelines published by HM Revenue
& Customs and dated September 2010.


“Sub-Agent”
means Citibank International plc.






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“Subordinated
Obligations” has the meaning specified in Section 7.05.


“Subsidiary”
of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which)
more than 50% of (a) the issued and outstanding Voting Stock of such Person, (b) the interest in the capital or profits
of such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is
at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries
or by one or more of such Person’s other Subsidiaries.


“Termination
Date” means the earlier of (a) October 12, 2016 and (b) the date of termination in whole of the Commitments pursuant
to Section 2.05 or 6.01.


“Unissued
Letter of Credit Commitment” means, with respect to any Issuing Bank, the obligation of such Issuing Bank to issue Letters
of Credit for the account of the Borrowers in an amount equal to the excess of (a) the amount of its Letter of Credit Commitment
over (b) the aggregate Available Amount of all Letters of Credit issued by such Issuing Bank.


“Unused
Commitment” means, with respect to each Lender at any time, (a) such Lender’s Revolving Credit Commitment at such
time minus (b) the sum of (i) the aggregate principal amount of all Advances made by such Lender (in its capacity as a Lender)
and outstanding at such time, plus (ii) such Lender’s Ratable Share of (A) the aggregate Available Amount of all the Letters
of Credit outstanding at such time and (B) the aggregate principal amount of all Advances made by each Issuing Bank pursuant to
Section 2.03(c) that have not been ratably funded by such Lender and are outstanding at such time.


“Voting
Stock” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar
functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.


SECTION 1.02. Computation
of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including” and the words “to” and “until” each mean
“to but excluding”.


SECTION 1.03. Accounting
Terms. All accounting terms not specifically defined herein shall be construed in accordance with U.S. generally accepted accounting
principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) (“GAAP”).


ARTICLE II


AMOUNTS AND TERMS OF
THE ADVANCES AND LETTERS OF CREDIT


SECTION 2.01. The
Advances and Letters of Credit. (a) The Advances. Each Lender severally agrees, on the terms and conditions hereinafter
set forth, to make Advances to the Borrowers from time to time on any Business Day during the period from the Effective Date until
the Termination Date in an amount (based in respect of any Advances to be denominated in a Committed Currency by reference to the
Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed such Lender’s
Unused Commitment at such time. Each Borrowing under this Section 2.01(a) shall be in an amount not less than the Borrowing Minimum
or an integral multiple of the Borrowing Multiple in excess thereof and shall consist of Advances of the same Type and in the same
currency made on the same day by the Lenders ratably according to their respective Revolving Credit Commitments. Within the limits
of each Lender’s Revolving Credit Commitment, the Borrowers may borrow under this Section 2.01(a), prepay pursuant to Section 2.10
and reborrow under this Section 2.01(a).


(b) Letters
of Credit. Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of
the other Lenders set forth in this Agreement, to issue letters of credit






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(each, a “Letter of Credit”) for the
account of any Borrower from time to time on any Business Day during the period from the Effective Date until 30 days before the
Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any
time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit
Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Commitments of
the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of such Borrower or the beneficiary
to require renewal) later than 10 Business Days before the Termination Date. Within the limits referred to above, the Borrowers
may from time to time request the issuance of Letters of Credit under this Section 2.01(b). Each letter of credit listed on
Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a
Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided
than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.
The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of
Credit, shall include any renewal or extension thereof or amendment thereto that increases the Available Amount thereof or otherwise
materially increases an Issuing Bank’s obligations thereunder.


SECTION 2.02. Making
the Advances. (a) Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later
than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in
the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (y) 4:00 P.M. (London time) on the third
Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated
in any Committed Currency, or (z) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing
consisting of Base Rate Advances, by the applicable Borrower to the Agent (and, in the case of a Borrowing consisting of Eurocurrency
Rate Advances, simultaneously to the Sub-Agent), which shall give to each Lender prompt notice thereof by telecopier. Each such
notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or
telecopier in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing,
(ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case
of a Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period and currency for each such Advance. Each Lender
shall, before 1:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of
Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing
consisting of Eurocurrency Rate Advances denominated in any Committed Currency, make available for the account of its Applicable
Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of
such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III,
the Agent will make such funds available to the applicable Borrower at the Agent’s address referred to in Section 9.02
or at the applicable Payment Office, as the case may be.


(b) Anything in
subsection (a) above to the contrary notwithstanding, (i) the Borrowers may not select Eurocurrency Rate Advances for
any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders
to make Eurocurrency Rate Advances for the requested currency shall then be suspended pursuant to Section 2.08 or 2.12 and
(ii) the Eurocurrency Rate Advances may not be outstanding as part of more than six separate Borrowings.


(c) Each Notice
of Borrowing shall be irrevocable and binding on the Borrower requesting such Borrowing. In the case of any Borrowing that the
related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the applicable Borrower shall indemnify
each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date
specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without
limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when
such Advance, as a result of such failure, is not made on such date.


(d) Unless the
Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the
Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available
to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may,
in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the
extent that such Lender






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shall not have so made such ratable portion available to the Agent, such Lender and such Borrower severally
agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the
date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case
of a Borrower, the higher of (A) the interest rate applicable at the time to Advances comprising such Borrowing and (B) the cost
of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, (A) the Federal Funds Rate in
the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case
of Advances denominated in Committed Currencies. If such Lender shall repay to the Agent such corresponding amount, such amount
so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.


(e) The failure
of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any
other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.


SECTION 2.03. Issuance
of and Drawings and Reimbursement Under Letters of Credit. (a) Request for Issuance. (i) Each Letter of Credit shall
be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date
of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by any
Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent prompt notice thereof. Each such notice of issuance of
a Letter of Credit (a “Notice of Issuance”) shall be by telecopier or telephone, confirmed immediately in writing,
specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount and
currency of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business
Days before the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such
Letter of Credit, such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such
Issuing Bank may specify to the applicable Borrower for use in connection with such requested Letter of Credit (a “Letter
of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole
discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter
of Credit available to the Borrower requesting such issuance at its office referred to in Section 9.02 or as otherwise agreed
with such Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit
Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. For avoidance of doubt, but without
limitation of the generality of the foregoing, provisions relating to security interests, reimbursement or other payment obligations,
interest or events of default shall be deemed to be in conflict with this Agreement.


(b) Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing Available Amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each
Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Ratable Share
of the Available Amount of such Letter of Credit. Each Borrower hereby agrees to each such participation. In consideration and
in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account
of such Issuing Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank
and not reimbursed by the applicable Borrower on the date made, or of any reimbursement payment required to be refunded to such
Borrower for any reason, which amount will be advanced, and deemed to be an Advance to such Borrower hereunder, regardless of the
satisfaction of the conditions set forth in Section 3.02. Each Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of Credit in accordance with the terms of this Agreement
or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and
agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share
of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant
to a Commitment Increase in accordance with Section 2.18, an assignment in accordance with Section 9.07 or otherwise pursuant to
this Agreement.






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(c) Drawing
and Reimbursement. The payment by an Issuing Bank of a draft drawn under any Letter of Credit which is not reimbursed by the
applicable Borrower on the date made (the Borrowers having no obligation to reimburse such Issuing Bank on the date of such payment,
except to the extent, if any, that the sum of the amount of such drawing plus the outstanding principal amount of all Advances,
plus the remaining Available Amount of all outstanding Letters of Credit, would exceed the aggregate Revolving Credit Commitments
at such date) shall constitute for all purposes of this Agreement the making by any such Issuing Bank of an Advance, which, in
the case of a Letter of Credit denominated in Dollars, shall be a Base Rate Advance, in the amount of such draft, or, in the case
of a Letter of Credit denominated in a Committed Currency, shall be a Base Rate Advance in the Equivalent amount of Dollars on
the date such draft is paid, without regard to whether the making of such an Advance would exceed such Issuing Bank’s Unused
Commitment. Each Issuing Bank shall give prompt notice of each drawing under any Letter of Credit issued by it to the applicable
Borrower and the Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Agent and the applicable Borrower,
each Lender shall pay to the Agent such Lender’s Ratable Share of such outstanding Advance pursuant to Section 2.03(b). Each
Lender acknowledges and agrees that its obligation to make Advances pursuant to this Section 2.03(c) in respect of Letters of Credit
is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension
of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments,
and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt
thereof, the Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Share of an outstanding
Advance on (i) the Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand
is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next
succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so
made the amount of such Advance available to the Agent, such Lender agrees to pay to the Agent forthwith on demand such amount
together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid
to the Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall
pay to the Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal
shall constitute an Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal
amount of the Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.


(d) Letter of
Credit Reports. Each Issuing Bank shall furnish (A) to the Agent on the first Business Day of each month a written report
summarizing issuance and expiration dates of Letters of Credit issued by such Issuing Bank during the preceding month and drawings
during such month under all Letters of Credit and (B) to the Agent on the first Business Day of each calendar quarter a written
report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit
issued by such Issuing Bank. The Agent shall provide prompt notice to the Lenders of the reports delivered pursuant to this subsection
(d).


(e) Failure
to Make Advances. The failure of any Lender to make the Advance to be made by it on the date specified in Section 2.03(c) shall
not relieve any other Lender of its obligation hereunder to make its Advance on such date, but no Lender shall be responsible for
the failure of any other Lender to make the Advance to be made by such other Lender on such date.


SECTION 2.04. Fees.
(a) Facility Fee. The Borrowers agree to pay to the Agent for the account of each Lender a facility fee on the aggregate
amount of such Lender’s Revolving Credit Commitment from the Effective Date in the case of each Initial Lender and from the
effective date specified in the Assumption Agreement or in the Assignment and Assumption pursuant to which it became a Lender in
the case of each other Lender until the Termination Date at a rate per annum equal to the Applicable Percentage in effect from
time to time, payable in arrears quarterly on the last day of each March, June, September and December, commencing December 31,
2011, and on the Termination Date; provided that no Defaulting Lender shall be entitled to receive any facility fee in respect
of its Revolving Credit Commitment for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not
be required to pay such fee that otherwise would have been required to have been paid to that Defaulting Lender), other than a
facility fee, as described above, on the aggregate principal amount of Advances funded by such Defaulting Lender outstanding from
time to time.


(b) Letter of
Credit Commissions.






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(i) Each Borrower
shall pay to the Agent for the account of each Lender a commission on such Lender’s Ratable Share of the average daily aggregate
Available Amount of all Letters of Credit issued at the request of such Borrower and outstanding from time to time at a rate per
annum equal to the Applicable Margin for Eurocurrency Rate Advances in effect from time to time during such calendar quarter, payable
in arrears quarterly on the last day of each March, June, September and December, commencing with the quarter ended December 31,
2011, and on the Termination Date; provided, that no Defaulting Lender shall be entitled to receive any commission in respect of
Letters of Credit for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay
such commission to that Defaulting Lender but shall pay such commission as set forth in Section 2.19); provided that the Applicable
Margin shall be 2% above the Applicable Margin in effect upon the occurrence and during the continuation of an Event of Default
if the Borrowers are required to pay default interest pursuant to Section 2.07(b).


(ii) Each
Borrower shall pay to each Issuing Bank, for its own account, such fronting fees and such other commissions, issuance fees, transfer
fees and other fees and charges in connection with the issuance or administration of each Letter of Credit as such Borrower and
such Issuing Bank shall agree.


(c) Agent’s
Fees. The Borrowers shall pay to the Agent for its own account such fees as may from time to time be agreed between the Guarantor
and the Agent.


SECTION 2.05. Optional
Termination or Reduction of the Commitments. (a) Ratable Termination or Reduction. The Borrowers shall have the right,
upon at least five Business Days’ notice to the Agent, to terminate in whole or permanently reduce ratably in part the Unused
Revolving Credit Commitments or the Unissued Letter of Credit Commitments of the Lenders, provided that each partial reduction
shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.


(b) Termination
of Defaulting Lender. The Borrowers may terminate the Unused Commitment of any Lender that is a Defaulting Lender (determined
after giving effect to any reallocation of participations in Letters of Credit as provided in Section 2.19) upon prior notice of
not less than one Business Day to the Agent (which shall promptly notify the Lenders thereof), and in such event the provisions
of Section 2.19(e) shall apply to all amounts thereafter paid by any Borrower for the account of such Defaulting Lender under this
Agreement (whether on account of principal, interest, facility fees, Letter of Credit commissions or other amounts), provided that
(i) no Default shall have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or release of
any claim any Borrower, the Agent, any Issuing Bank or any Lender may have against such Defaulting Lender.


SECTION 2.06. Repayment
of Advances and Letter of Credit Drawings. (a) The Borrowers shall repay to the Agent for the ratable account of the Lenders
on the Termination Date the aggregate principal amount of the Advances then outstanding.


(b) The obligations
of the applicable Borrower under any Letter of Credit Agreement and any other agreement or instrument relating to any Letter of
Credit (subject to Section 2.03(a)) shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms
of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without
limitation, the following circumstances (it being understood that any such payment by such Borrower is without prejudice to, and
does not constitute a waiver of, any rights such Borrower might have or might acquire as a result of the payment by any Lender
of any draft or the reimbursement by such Borrower thereof):


(i) any lack
of validity or enforceability of this Agreement, any Note, any Letter of Credit Agreement, any Letter of Credit or any other agreement
or instrument relating thereto (all of the foregoing being, collectively, the “L/C Related Documents”);


(ii) any
change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of such Borrower in respect
of any L/C Related Document or any






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other amendment or waiver of or any consent to departure from all or any of the L/C Related
Documents;


(iii) the
existence of any claim, set-off, defense or other right that such Borrower may have at any time against any beneficiary or any
transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Issuing
Bank, any Agent, any Lender or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents
or any unrelated transaction;


(iv) any
statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;


(v) payment
by any Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does not strictly comply with
the terms of such Letter of Credit;


(vi) any
exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any
guarantee, for all or any of the obligations of such Borrower in respect of the L/C Related Documents; or


(vii) any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any
other circumstance that might otherwise constitute a defense available to, or a discharge of, such Borrower or a guarantor.


SECTION 2.07. Interest
on Advances. (a) Scheduled Interest. The Borrowers shall pay interest on the unpaid principal amount of each Advance
owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per
annum:


(i) Base
Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of
(x) the Base Rate in effect from time to time plus (y) the Applicable Margin in effect from time to time, payable in
arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate
Advance shall be Converted or paid in full.


(ii) Eurocurrency
Rate Advances. During such periods as such Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during
each Interest Period for such Advance to the sum of (x) the Eurocurrency Rate for such Interest Period for such Advance plus
(y) the Applicable Margin in effect from time to time, payable in arrears on the last day of such Interest Period and, if
such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three
months from the first day of such Interest Period and on the date such Eurocurrency Rate Advance shall be Converted or paid in
full.


(b) Default
Interest. Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), the Agent may,
and upon the request of the Required Lenders shall, require the Borrowers to pay interest (“Default Interest”)
on (i) the unpaid principal amount of each Advance owing to each Lender, payable in arrears on the dates referred to in clause (a)(i)
or (a)(ii) above, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance
pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by law, the amount of any interest,
fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall
be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all
times to 2% per annum above the rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above;
provided, however, that following acceleration of the Advances pursuant to Section 6.01, Default Interest shall accrue and be payable
hereunder whether or not previously required by the Agent.






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SECTION 2.08. Interest
Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining
each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the
purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information
furnished by the remaining Reference Banks. The Agent shall give prompt notice to the applicable Borrower and the Lenders of the
applicable interest rate determined by the Agent for purposes of Section 2.07(a)(i) or (ii), and the rate, if any, furnished
by each Reference Bank for the purpose of determining the interest rate under Section 2.07(a)(ii).


(b) If, with respect
to any Eurocurrency Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits
in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing
in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the
Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making,
funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify
the applicable Borrower and the Lenders, whereupon (A) such Borrower will, on the last day of the then existing Interest Period
therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert
such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency,
either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances
into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances
in the affected currency shall be suspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing
such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the applicable
Borrower may elect, by notice to the Agent and the Lenders, to continue such Advances in such Committed Currency for Interest Periods
of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin
plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever
means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent
and the applicable Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such
Interest Period).


(c) If any Borrower
shall fail to select the duration of any Interest Period in accordance with the provisions contained in the definition of “Interest
Period” in Section 1.01 for any Eurocurrency Rate Advances made to it, the Agent will forthwith so notify such Borrower
and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if
such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency
Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate
Advances.


(d) On the date
on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment
or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances.


(e) Upon the occurrence
and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance will automatically,
on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars,
be Converted into Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency,
be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders
to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended; provided that the applicable Borrower may
elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to continue such Advances in such
Committed Currency, whereupon the Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall
bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period
shall have a duration of not longer than one month. “Overnight Eurocurrency Rate” means the rate per annum applicable
to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable
Interest Rate Margin and the average, rounded upward to the nearest whole multiple of 1/16 of 1%, if such average is not such a
multiple, of the respective rates per annum quoted by each Reference Bank to the Agent on request as the rate at






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which it is offering
overnight deposits in the relevant currency in amounts comparable to such Reference Bank’s Eurocurrency Rate Advances.


(f) If Reuters
LIBOR01 Page (or any successor or substitute page of Reuters, or any successor to or substitute for Reuters, providing rate quotations
comparable to those currently provided on such page of Reuters, as determined by the Agent from time to time for purposes of providing
quotations of interest rates applicable to deposits in Dollars by reference to the British Bankers Association Interest Settlement
Rates for deposits in Dollars) or Reuters EURIBOR01 page (or on any successor or substitute page of Reuters, or any successor to
or substitute for Reuters, providing rate quotations comparable to those currently provided on such page of Reuters, as determined
by the Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Euro by reference
to the Banking Federation of the European Union Settlement Rates for deposits in Euro), as applicable, is unavailable and fewer
than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate
Advances,


(i) the Agent
shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances,


(ii) with
respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period
therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if
such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically
exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate
Advance, will continue as a Base Rate Advance), and


(iii) the
obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended
until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.


SECTION 2.09. Optional
Conversion of Advances. Each Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 A.M.
(New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions
of Sections 2.08 and 2.12, Convert all or any portion of the Advances made to such Borrower denominated in Dollars of one
Type comprising the same Borrowing into Advances denominated in Dollars of the other Type; provided, however, that any Conversion
of Eurocurrency Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurocurrency
Rate Advances, any Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in an amount not less than the minimum
amount specified in Section 2.02(b) and no Conversion of any Advances shall result in more separate Borrowings than permitted
under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the
date of such Conversion, (ii) the Dollar denominated Advances to be Converted, and (iii) if such Conversion is into Eurocurrency
Rate Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable
and binding on the applicable Borrower.


SECTION 2.10. Prepayments
of Advances. (a)  Optional. Each Borrower may, upon notice at least two Business Days prior to the date of such
prepayment, in the case of Eurocurrency Rate Advances, and not later than 11:00 A.M. (New York City time) on the date of such prepayment,
in the case of Base Rate Advances, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and
if such notice is given the Borrower giving such notice shall, prepay the outstanding principal amount of the Advances comprising
part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal
amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of not less than
the Borrowing Minimum or an integral multiple of the Borrowing Multiple in excess thereof and (y) in the event of any such
prepayment of a Eurocurrency Rate Advance, such Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant
to Section 9.04(c).


(b) Mandatory.






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(i) If, on any
date, the Agent notifies the Borrowers that, on any interest payment date, the sum of (A) the aggregate principal amount of all
Advances denominated in Dollars then outstanding plus (B) the aggregate Available Amount of all Letters of Credit denominated in
Dollars then outstanding plus (C) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment
date) of the aggregate principal amount of all Advances denominated in Committed Currencies then outstanding plus (D) the Equivalent
in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate Available Amount of all
Letters of Credit denominated in Committed Currencies then outstanding exceeds 103% of the aggregate Revolving Credit Commitments
of the Lenders on such date, the Borrowers shall, as soon as practicable and in any event within two Business Days after receipt
of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances
owing by the Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving
Credit Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate
principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the
time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in
excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the next succeeding last
day of an Interest Period of outstanding Eurocurrency Rate Advances in an aggregate amount equal to the excess of such required
prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrowers and the Lenders,
and shall provide prompt notice to the Borrowers of any such notice of required prepayment received by it from any Lender.


(ii) Each
prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment
on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance on a date other than the last
day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse
to the Lenders in respect thereof pursuant to Section 9.04(c). The Agent shall give prompt notice of any prepayment required under
this Section 2.10(b) to the Borrowers and the Lenders.


SECTION 2.11. Increased
Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or any governmental
rule, policy, guideline, directive or regulation after the date hereof, or (ii) the compliance with any guideline or request
issued after the date hereof from any central bank or other governmental authority including, without limitation, any agency of
the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any
increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Advances or agreeing
to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11 any such
increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of
taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws
of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers
shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account
of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount
of such increased cost, submitted to the Borrowers and the Agent by such Lender, shall be conclusive and binding for all purposes,
absent manifest error.


(b) If any Lender
determines that compliance with any law or any governmental rule, policy, guideline, directive or regulation or any guideline or
request taking effect or issued after the date hereof from any central bank or other governmental authority (whether or not having
the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation
controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender’s
commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of this type, then, upon demand
by such Lender (with a copy of such demand to the Agent), the Borrowers shall pay to the Agent for the account of such Lender,
from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the
light of such circumstances, to the extent that such Lender reasonably determines






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such increase in capital to be allocable to the
existence of such Lender’s commitment to lend hereunder. A certificate as to such amounts submitted to the Borrowers and
the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.


(c) Failure or
delay on the part of any Lender to demand compensation pursuant to this Section 2.11 shall not constitute a waiver of such Lender’s
right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section
2.11 for any increased costs or reductions incurred more than six months prior to the date that such Lender notifies the Borrowers
of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation
therefor; provided further that, if the circumstances giving rise to such increased costs or reductions cause such increased costs
or reductions to be retroactive, then the six-month period referred to above shall be extended to include the period of retroactive
effect thereof.


(d) For the avoidance
of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section 2.11, (i) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives by a governmental
authority thereunder or issued by a governmental authority in connection therewith (whether or not having the force of law) and
(ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities (whether or not having the force of law), in case for this clause (ii) pursuant to Basel III, shall in each case be
deemed to be a change in law regardless of the date enacted, adopted, issued, promulgated or implemented.


SECTION 2.12. Illegality.
Notwithstanding any other provision of this Agreement, if any Lender shall notify the Agent that the introduction of or any change
in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts
that it is unlawful, for any Lender or its Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency
Rate Advances in Dollars or any Committed Currency or to fund or maintain Eurocurrency Rate Advances in Dollars or any Committed
Currency hereunder, (a) (i) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance
and (ii) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be exchanged into an Equivalent amount
of Dollars and be Converted into a Base Rate Advance and (b) the obligation of the Lenders to make Eurocurrency Rate Advances
in the affected currency or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify
the Borrowers and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that before making
any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions)
to designate a different Eurocurrency Lending Office if the making of such a designation would allow such Lender or its Eurocurrency
Lending Office to continue to perform its obligations to make such Eurocurrency Rate Advances or to continue to fund or maintain
such Eurocurrency Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.


SECTION 2.13. Payments
and Computations. (a) The Borrowers shall make each payment hereunder (except with respect to principal of, interest on, and
other amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off,
not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s
Account in same day funds. The Borrowers shall make each payment hereunder with respect to principal of, interest on, and other
amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later
than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the
Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause
to be distributed like funds relating to the payment of principal, interest, fees or commissions ratably (other than amounts payable
pursuant to Section 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices,
and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable
Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a
Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Agent’s receipt of such Lender’s
Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase
Date, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of






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the interest
assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained
therein in the Register pursuant to Section 9.07(c), from and after the effective date specified in such Assignment and Assumption,
the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee
thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods
prior to such effective date directly between themselves.


(b) Each Borrower
hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the Note
held by such Lender, to charge from time to time against any or all of such Borrower’s accounts with such Lender any amount
so due.


(c) All computations
of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and
all computations of interest based on the Eurocurrency Rate or the Federal Funds Rate and of facility fees and Letter of Credit
commissions shall be made by the Agent on the basis of a year of 360 days (or, in each case of Advances denominated in Committed
Currencies where market practice differs, in accordance with market practice), in each case for the actual number of days (including
the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Each
determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.


(d) Whenever any
payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on
the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest,
fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal
of Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding
Business Day.


(e) Unless the
Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Lenders hereunder
that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to
the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due
date an amount equal to the amount then due such Lender. If and to the extent the applicable Borrower shall not have so made such
payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together
with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such
amount to the Agent, at (i) the Federal Funds Rate in the case of Advances denominated in Dollars or (ii) the cost of funds incurred
by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies.


(f) To the extent
that the Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement or any
Note in currencies other than the currency or currencies required to enable the Agent to distribute funds to the Lenders in accordance
with the terms of this Section 2.13, the Agent shall be entitled to convert or exchange such funds into Dollars or into a Committed
Currency, to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of this Section 2.13;
provided that each Borrower and each of the Lenders hereby agree that the Agent shall not be liable or responsible for any loss,
cost or expense suffered by such Borrower or such Lender as a result of any conversion or exchange of currencies affected pursuant
to this Section 2.13(f) or as a result of the failure of the Agent to effect any such conversion or exchange; and provided further
that the Borrowers agree to indemnify the Agent and each Lender, and hold the Agent and each Lender harmless, for any and all losses,
costs and expenses incurred by the Agent or any Lender for any conversion or exchange of currencies (or the failure to convert
or exchange any currencies) in accordance with this Section 2.13(f).


SECTION 2.14. Taxes.
(a) Subject to Sections 2.14(e) and 2.14(f), any and all payments by any Loan Party to or for the account of any Lender or the
Agent hereunder or under the Notes or any other documents to be delivered hereunder shall be made, in accordance with Section 2.13
or the applicable provisions of such other documents, free and clear of and without deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of
each Lender






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and the Agent, taxes imposed on its overall net income, profits, gains or branch profits and franchise taxes imposed
on it in lieu of net income taxes, by the jurisdiction under the laws of which such Lender or the Agent (as the case may be) is
organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its overall net income, profits,
gains or branch profits and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of such Lender’s
Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as “Taxes”).
If any Loan Party shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note
or any other documents to be delivered hereunder to any Lender or the Agent, (i) the sum payable shall be increased as may
be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this
Section 2.14) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the
full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.


(b) In addition,
the Borrowers shall pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or under the Notes or any other documents to be delivered hereunder or from the
execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement or the Notes or any other
documents to be delivered hereunder (hereinafter referred to as “Other Taxes”).


(c) Subject to
Sections 2.14(e) and 2.14(f), the Borrowers shall indemnify each Lender and the Agent for and hold it harmless against the full
amount of Taxes or Other Taxes (including, without limitation, taxes of any kind imposed or asserted by any jurisdiction on amounts
payable under this Section 2.14) imposed on or paid by such Lender or the Agent (as the case may be) and any liability (including
penalties, interest and reasonable expenses) arising therefrom or with respect thereto. This indemnification shall be made within
30 days from the date such Lender or the Agent (as the case may be) makes written demand therefor setting forth in reasonable detail
the basis for such claim.


(d) Within 45 days
after the date of any payment of Taxes, the applicable Loan Party shall furnish to the Agent, at its address referred to in Section 9.02,
the original or a certified copy of a receipt evidencing such payment to the extent such a receipt is issued therefor, or other
written proof of payment thereof that is reasonably satisfactory to the Agent. In the case of any payment hereunder or under the
Notes or any other documents to be delivered hereunder by or on behalf of any Loan Party (other than OFP) through an account or
branch outside the United States or by or on behalf of any Loan Party (other than OFP) by a payor that is not a United States person,
if such Loan Party determines that no Taxes are payable in respect thereof, such Loan Party shall furnish, or shall cause such
payor to furnish, to the Agent, at such address, an opinion of counsel acceptable to the Agent stating that such payment is exempt
from Taxes. For purposes of this subsection (d) and subsection (e), the terms “United States” and “United
States person” shall have the meanings specified in Section 7701 of the Internal Revenue Code.


(e) (i) Each
Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Initial Lender and on the date of the Assumption Agreement or the Assignment and Assumption
pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter as reasonably requested
in writing by OCI (but only so long as such Lender remains lawfully able to do so), shall provide each of the Agent and OCI with
two original Internal Revenue Service forms W-8BEN or W-8ECI, as appropriate, or any successor or other form prescribed by
the Internal Revenue Service, certifying that such Lender is exempt from or entitled to a reduced rate of United States withholding
tax on payments made by OCI pursuant to this Agreement or the Notes. If the form provided by a Lender at the time such Lender first
becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at
such rate shall be considered excluded from Taxes unless and until such Lender provides the appropriate forms certifying that a
lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed
by such form; provided, however, that, if at the date of the Assignment and Assumption pursuant to which a Lender assignee becomes
a party to this Agreement, the Lender assignor was entitled to payments under Section 2.14(a) in respect of United States withholding
tax with respect to interest paid at such date, then, to such extent, the






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term Taxes shall include (in addition to withholding
taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any,
applicable with respect to the Lender assignee on such date. If any form or document referred to in this Section 2.14(e) requires
the disclosure of information, other than information necessary to compute the tax payable and information required on the date
hereof by Internal Revenue Service form W-8BEN or W-8ECI, that the Lender reasonably considers to be confidential, the Lender
shall give notice thereof to the Agent and OCI and shall not be obligated to include in such form or document such confidential
information.


(ii) If
a payment made to a Lender hereunder would be subject to United States federal withholding tax imposed by Sections 1471(a) and
1472(a) of the Internal Revenue Code if such Lender were to fail to comply with the applicable reporting requirements of FATCA
(including those contained in Section 1471(b) or Section 1472(b) of the Internal Revenue Code, as applicable, and the regulations
thereunder), such Lender shall deliver to OCI and the Agent, at the time or times prescribed by law and at such time or times reasonably
requested by OCI or the Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)
of the Internal Revenue Code) and such additional documentation reasonably requested by OCI or the Agent as may be necessary for
the Borrowers or the Agent to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender’s
obligations under FATCA or to determine the amount to deduct and withhold from such payment.


(f) Notwithstanding
anything to the contrary herein, for any period with respect to which a Lender has failed to provide OCI with the appropriate form,
certificate or other document described in Section 2.14(e) (other than if such failure is due to a change in law, or in the
interpretation or application thereof, occurring subsequent to the date on which a form, certificate or other document originally
was required to be provided, or if such form, certificate or other document otherwise is not required under Section 2.14(e) above),
such Lender shall not be entitled to a gross-up or indemnification under Section 2.14(a) or (c) with respect to Taxes imposed
by the United States by reason of such failure, including any United States federal withholding tax imposed as a result of a failure
to satisfy the applicable requirements of FATCA after December 31, 2011, or such later date on which the requirements of FATCA
become effective; provided, however, that should a Lender become subject to Taxes because of its failure to deliver a form, certificate
or other document required hereunder, the Borrowers shall take such steps as the Lender shall reasonably request to assist the
Lender to recover such Taxes.


(g) In respect
of Advances to OFP, each Lender shall designate an Applicable Lending Office that is beneficially entitled to interest under such
Advances and that, on the date of this Agreement or (in the case of any Person that becomes a Lender hereunder by means of an assignment)
on the date such Lender becomes a party hereto is either (i) within the charge to United Kingdom corporation tax in respect of
interest in respect of an advance by a Person that was a bank (for the purposes of Section 879 of the ITA) at the time the advance
was made; or (ii) resident in a country with which the United Kingdom has a double taxation agreement which makes provision for
full exemption from United Kingdom taxation on interest payable by OFP pursuant to this Agreement and does not carry on business
in the United Kingdom through a permanent establishment with which the payment is effectively connected (each such Person which
is so resident being hereinafter in this Section 2.14 referred to as a “Treaty Lender”); or (iii) a company
resident in the United Kingdom, or a partnership each member of which is a company resident in the United Kingdom for United Kingdom
tax purposes; or (iv) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a
permanent establishment and which is required to bring into account interest payable to it by OFP pursuant to this Agreement in
computing its chargeable profits for the purposes of Section 19 of the CTA. If, on the date on which any interest payment falls
due, any Lender does not or ceases to comply with, or is not a Person who falls within, clause (i), (ii), (iii) or (iv) above other
than by reason of any change after the date of this Agreement in (or in the interpretation, administration or application of) any
law or double taxation agreement or any published practice or concession of any relevant taxing authority, the Borrowers shall
not be required to compensate such Lender under Section 2.14(a) or 2.14(c) for the amount of Taxes imposed by the United Kingdom
in consequence. Subject to Section 2.14(h)(i) below, any Lender to whom clause (ii) above is relevant and OFP shall cooperate in
promptly completing any procedural formalities necessary for OFP to obtain authorization to make interest payments without deduction
for United Kingdom income tax. The Borrowers shall not be required to compensate any Lender to whom clause (ii) above is relevant
under Section 2.14(a) or 2.14(c) for any deduction for United Kingdom income tax from interest payments if such deduction is required
as a result of the failure of such Lender to comply with its obligations in the preceding






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sentence (other than a failure that is
attributable to the failure by OFP to comply with its obligations in the preceding sentence).


(h) (i)
A Treaty Lender which holds a passport under the HMRC DT Treaty Passport scheme which becomes a party to this Agreement, and which
wishes that scheme to apply to an Advance made available to OFP under this Agreement, shall include an indication to that effect
by including its scheme reference number and its jurisdiction of tax residence in its Administrative Questionnaire (for the benefit
of the Agent and without liability to any Borrower). If such Treaty Lender includes the indication described above then OFP shall
file a duly completed form DTTP2 in respect of such Treaty Lender with HM Revenue & Customs within 30 days of the date of the
amendment and restatement of this Agreement, the Assumption Agreement, or the Assignment and Assumption (as the case may be) (as
shall any other relevant United Kingdom Borrower within 30 days of that Borrower becoming party to this Agreement). If a Lender
has not indicated that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement as per the above then no Borrower
shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender's Advances. For the avoidance of doubt,
nothing in this Section 2.14 shall require a Treaty Lender to (x) register under the HMRC DT Treaty Passport scheme; (y) apply
the HMRC DT Treaty Passport scheme to any Advance if it has so registered or (z) file any forms relating to any double taxation
agreement with the United Kingdom if it has indicated that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement
in accordance with the above and the relevant Borrower has not complied with its obligations under this Section 2.14(h)(i).


(ii) Each
Treaty Lender irrevocably appoints the Agent to act as syndicate manager under, and authorizes the Agent to operate, and take any
action necessary or desirable under, the SL Scheme in connection with any Borrowing hereunder. Each Treaty Lender shall cooperate
with the Agent in completing any procedural formalities necessary under the SL Scheme, and shall promptly supply to the Agent such
information as the Agent may request in connection with the operation of the SL Scheme. Each Treaty Lender without limiting the
liability of any Borrower under this Agreement, shall, within five Business Days of demand, indemnify the Agent for any liability
or loss incurred by the Agent as a result of the Agent acting as syndicate manager under the SL Scheme in connection with the Treaty
Lender’s participation in any Borrowing (except to the extent that the liability or loss arises directly from the Agent’s
gross negligence or willful misconduct). Each Treaty Lender shall, within five Business Days of demand, indemnify each Borrower
for any Tax which such Borrower becomes liable to pay in respect of any payments made to such Treaty Lender arising as a result
of any incorrect information supplied by such Treaty Lender which results in a provisional authority issued by HM Revenue and Customs
under the SL Scheme being withdrawn. Each Borrower acknowledges that it is fully aware of its contingent obligations under the
SL Scheme and shall (i) promptly inform the Agent of all actions required to be performed by the Agent under the SL Scheme, (ii)
promptly supply to the Agent such information as the Agent may request in connection with the operation of the SL Scheme; and (iii)
act in accordance with any provisional notice issued by HM Revenue and Customs under the SL Scheme. The Agent agrees to provide,
as soon as reasonably practicable, a copy of any provisional authority issued to it under the SL Scheme in connection with any
Borrowing to those Borrowers specified in such provisional authority. Each of the Borrowers, the Treaty Lenders and the Agent acknowledges
that the Agent: (i) is entitled to rely completely upon information provided to it in connection with this clause; (ii) is not
obliged to undertake any inquiry into the accuracy of such information nor into the status of the Treaty Lender or, as the case
may be, Borrower providing such information; and (iii) shall have no liability to any Person for the accuracy of any information
it submits to HM Revenue and Customs in connection with this clause.


(i) If the Agent
or any Lender, in its sole discretion, determines that it has received a refund of any Taxes or Other Taxes (including by virtue
of a credit or offset of such Taxes or Other Taxes) as to which it has been indemnified by a Borrower or with respect to which
a Borrower has made a gross-up payment under Section 2.14(a) or 2.14(c), it shall pay to such Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or gross-up paid, by such Borrower under this Section 2.14 with respect
to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Agent or such Lender,
as the case may be, and without interest (other than any interest paid by the relevant governmental authority with respect to such
refund), provided that such Borrower upon the request of the Agent or such Lender, agrees to repay the amount paid over to such
Borrower (plus any penalties, interest or other charges imposed by the relevant






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governmental authority) to the Agent or such Lender
if the Agent or such Lender is required to repay such refund to such governmental authority. This Section 2.14(i) shall not be
construed to require the Agent or any Lender to make available its tax returns (or any other information relating to its taxes
that it deems confidential) to a Borrower or any other Person.


SECTION 2.15. Sharing
of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) on account of the Advances owing to it (other than as payment of an Advance made by an Issuing Bank pursuant
to the first sentence of Section 2.03(c), to the extent that the unreimbursed amount of such Advance exceeds the applicable Issuing
Bank’s Ratable Share of the initial amount of such Advance, or pursuant to Section 2.11, 2.14, 2.19 or 9.04(c)) in excess
of its Ratable Share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from
the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share
the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according
to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount
so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15
may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to
such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.


SECTION 2.16. Evidence
of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of each Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder in respect of Advances made to such Borrower. The Borrowers
agree that upon notice by any Lender to the Borrowers (with a copy of such notice to the Agent) to the effect that a Note is required
or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing
to, or to be made by, such Lender, the Borrowers shall promptly execute and deliver to such Lender a Note payable to the order
of such Lender in a principal amount up to the Revolving Credit Commitment of such Lender.


(b) The Register
maintained by the Agent pursuant to Section 9.07(c) shall include a control account, and a subsidiary account for each Lender,
in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances
comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assumption Agreement
and each Assignment and Assumption delivered to and accepted by it, (iii) the amount of any principal or interest due and payable
or to become due and payable from each Borrower to each Lender hereunder and (iv) the amount of any sum received by the Agent from
each Borrower hereunder and each Lender’s share thereof.


(c) Entries made
in good faith by the Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant
to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due
and payable from each Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such
Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Agent or such Lender to make an
entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect
the obligations of any Borrower under this Agreement.


SECTION 2.17. Use
of Proceeds. The proceeds of the Advances shall be available (and each Borrower agrees that it shall use such proceeds) solely
for general corporate purposes of the Borrowers and their Subsidiaries, including, without limitation, as commercial paper liquidity
support and to fund acquisitions otherwise not prohibited hereunder.


SECTION 2.18. Increase
in the Aggregate Commitments. (a) The Guarantor may, at any time but in any event not more than once in any calendar year prior
to the Termination Date, by notice to the Agent, request






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that the aggregate amount of the Revolving Credit Commitments be increased
by an amount of $10,000,000 or an integral multiple thereof (each a “Commitment Increase”) to be effective as
of a date that is at least 90 days prior to the scheduled Termination Date then in effect and not less than three Business Days
after the date of such notice (the “Increase Date”) as specified in the related notice to the Agent; provided,
however that (i) in no event shall the aggregate amount of the Revolving Credit Commitments at any time exceed $3,000,000,000 and
(ii) on the date of any request by the Guarantor for a Commitment Increase and on the related Increase Date the applicable conditions
set forth in Article III shall be satisfied.


(b) The Agent shall
promptly notify the Lenders of a request by the Guarantor for a Commitment Increase, which notice shall include (i) the proposed
amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate
in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Commitment
Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing
Lender”) shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount
by which it is willing to increase its Revolving Credit Commitment. If the Lenders notify the Agent that they are willing to increase
the amount of their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Commitment
Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts
as are agreed between the Guarantor and the Agent.


(c) Promptly following
each Commitment Date, the Agent shall notify the Guarantor as to the amount, if any, by which the Lenders are willing to participate
in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested
Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Guarantor may extend offers
to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed
to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Credit Commitment of each such Eligible
Assignee shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.


(d) On each Increase
Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section
2.18(b) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as
of such Increase Date and the Revolving Credit Commitment of each Increasing Lender for such requested Commitment Increase shall
be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as
of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each
dated such date:


(i) (A) certified
copies of resolutions of the Board of Directors of each Loan Party or the Executive Committee of such Board approving the Commitment
Increase and (B) an opinion of counsel for the Loan Parties (which may be in-house counsel), in substantially the form of Exhibits
D-1 and D-2 hereto;


(ii) an assumption
agreement from each Assuming Lender, if any, in form and substance satisfactory to the Guarantor and the Agent (each an “Assumption
Agreement”), duly executed by such Eligible Assignee, the Agent and the Guarantor; and


(iii) confirmation
from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Guarantor and the
Agent.


On each Increase Date,
upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Agent shall notify
the Lenders (including, without limitation, each Assuming Lender) and the Loan Parties, on or before 1:00 P.M. (New York City time),
by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register
the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and
each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable
Lending Office to the Agent at the Agent’s Account, in same day funds, in the case of such 



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Assuming Lender, an amount equal
to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment
as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase)
and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion
of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving
Credit Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s
ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment (without giving effect
to the relevant Commitment Increase) as a percentage of the aggregate Revolving Credit Commitments (without giving effect to the
relevant Commitment Increase)). After the Agent’s receipt of such funds from each such Increasing Lender and each such Assuming
Lender, the Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective
Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding Advances owing to
each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Borrowings then outstanding
(calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding
after giving effect to the relevant Commitment Increase).


SECTION 2.19. Defaulting
Lenders. (a)  If any Letters of Credit are outstanding at the time a Lender becomes a Defaulting Lender, and the
Commitments have not been terminated in accordance with Section 6.01, then:


(i) so
long as no Default has occurred and is continuing, all or any part of the Available Amount of outstanding Letters of Credit shall
be reallocated among the Lenders that are not Defaulting Lenders (“non-Defaulting Lenders”) in accordance with
their respective Ratable Shares (disregarding any Defaulting Lender’s Revolving Credit Commitment) but only to the extent
that the sum of (A) the aggregate principal amount of all Advances made by such non-Defaulting Lenders (in their capacity
as Lenders) and outstanding at such time, plus (B) such non-Defaulting Lenders’ Ratable Shares (before giving effect to the
reallocation contemplated herein) of the Available Amount of all outstanding Letters of Credit, plus (C) the aggregate principal
amount of all Advances made by each Issuing Bank pursuant to Section 2.03(c) that have not been ratably funded by such non-Defaulting
Lenders and outstanding at such time, plus (D) such Defaulting Lender’s Ratable Share of the Available Amount of such Letters
of Credit, does not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments.


(ii) if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one Business
Day following notice by any Issuing Bank, cash collateralize such Defaulting Lender’s Ratable Share of the Available Amount
of such Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) by paying cash collateral
to such Issuing Bank; provided that, so long as no Default shall be continuing, such cash collateral shall be released promptly
upon the earliest of (A) the reallocation of the Available Amount of outstanding Letters of Credit among non-Defaulting Lenders
in accordance with clause (i) above, (B) the termination of the Defaulting Lender status of the applicable Lender or (C) such Issuing
Bank’s good faith determination that there exists excess cash collateral (in which case, the amount equal to such excess
cash collateral shall be released);


(iii) if
the Ratable Shares of Letters of Credit of the non-Defaulting Lenders are reallocated pursuant to this Section 2.19(a), then the
fees payable to the Lenders pursuant to Section 2.04(b)(i) shall be adjusted in accordance with such non-Defaulting Lenders’
Ratable Shares of Letters of Credit;


(iv) if
any Defaulting Lender’s Ratable Share of Letters of Credit is neither cash collateralized nor reallocated pursuant to this
Section 2.19(a), then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all Letter of Credit
fees payable under Section 2.04(b)(i) with respect to such Defaulting Lender’s Ratable Share of Letters of Credit shall be
payable to the applicable Issuing Bank until such Defaulting Lender’s Ratable Share of Letters of Credit is cash collateralized
and/or reallocated; and


(v) to
the extent that the Available Amount of any outstanding Letter of Credit is cash collateralized by the Borrowers pursuant to this
Section 2.19, the Borrowers shall not be required to pay 



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any commission otherwise payable pursuant to Section 2.04(b)(i) on that
portion of the Available Amount that is so cash collateralized.


(b) So long as
any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit unless it
is satisfied that the related exposure will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or
cash collateral will be provided by the applicable Borrower, and participating interests in any such newly issued or increased
Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.19(a)(i) (and Defaulting
Lenders shall not participate therein).


(c) No Revolving
Credit Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section
2.19, performance by the Borrowers of their obligations shall not be excused or otherwise modified as a result of the operation
of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to any other
rights and remedies which the Borrowers, the Agent, any Issuing Bank or any Lender may have against such Defaulting Lender.


(d) If the Borrowers,
the Agent and each Issuing Bank agree in writing in their reasonable determination that a Defaulting Lender should no longer be
deemed to be a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the effective date specified in
such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral),
that Lender will, to the extent applicable, purchase that portion of outstanding Advances of the other Lenders or take such other
actions as the Agent may determine to be necessary to cause the Advances and funded and unfunded participations in Letters of Credit
to be held on a pro rata basis by the Lenders in accordance with their Ratable Share (without giving effect to Section 2.19(a)),
whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect
to fees accrued or payments made by or on behalf of any Borrower while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender
will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting
Lender.


(e) Notwithstanding
anything to the contrary contained in this Agreement, any payment of principal, interest, facility fees, Letter of Credit commissions
or other amounts received by the Agent for the account of any Defaulting Lender under this Agreement (whether voluntary or mandatory,
at maturity, pursuant to Article VI or otherwise) shall be applied at such time or times as may be determined by the Agent as follows:
first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata
basis of any amounts owing by such Defaulting Lender to any Issuing Bank hereunder; third, if so determined by the Agent or requested
by any Issuing Bank, to be held as cash collateral for future funding obligations of such Defaulting Lender in respect of any participation
in any Letter of Credit; fourth, as the Borrowers may request (so long as no Default exists), to the funding of any Advance in
respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by
the Agent; fifth, if so determined by the Agent and the Borrowers, to be held in the L/C Cash Deposit Account and released in order
to satisfy obligations of such Defaulting Lender to fund Advances under this Agreement; sixth, to the payment of any amounts owing
to the Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or
Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment
of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender's
breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advance in respect of which such Defaulting
Lender has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were issued
at a time when the applicable conditions set forth in Article III were satisfied or waived, such payment shall be applied solely
to pay the Advances of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of
such Defaulting Lender and provided further that any amounts held as cash collateral for funding obligations of a Defaulting Lender
shall be returned to such Defaulting Lender upon the termination of this Agreement and the satisfaction of such Defaulting Lender’s
obligations hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held)
to pay amounts owed by a 



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Defaulting Lender or to post cash collateral pursuant to this Section 2.19 shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


SECTION 2.20. Mitigation
Obligations; Replacement of Lenders.


(a) Designation
of a Different Applicable Lending Office. If any Lender requests compensation under Section 2.11 or requires any Borrower to
pay additional amounts to any Lender or any governmental authority for the account of any Lender pursuant to Section 2.14, then
such Lender shall (at the request of the Guarantor) use reasonable efforts to designate a different Applicable Lending Office for
funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches
or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.11 or 2.14 as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs
and expenses incurred by any Lender in connection with any such designation or assignment.


(b) Replacement
of Lenders. If any Lender requests compensation under Section 2.11, or if any Borrower is required to pay additional amounts
to any Lender or any governmental authority for the account of any Lender pursuant to Section 2.14 and, in each case, such Lender
has declined or is unable to designate a different Applicable Lending Office in accordance with Section 2.20(a), or if any Lender
is a Defaulting Lender, then the Guarantor may, at its sole expense and effort and so long as no Default is continuing, upon notice
to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 9.07), all of its interests, rights and obligations under this Agreement
to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that:


(i) the
Agent shall have received the assignment fee specified in Section 9.07(b)(iv), provided that no such fee shall be payable
in the case of an assignment made to an assignee that is an existing Lender;


(ii) such
Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder (including any amounts under Section 9.04(c)) from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);


(iii) in
the case of any such assignment resulting from a claim for compensation under Section 2.11 or payments required to be made pursuant
to Section 2.14, such assignment will result in a reduction in such compensation or payments thereafter; and


(iv) such
assignment does not conflict with applicable law.


A Lender shall not
be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Guarantor to require such assignment and delegation cease to apply.


ARTICLE III


CONDITIONS TO EFFECTIVENESS
AND LENDING


SECTION 3.01. Conditions
Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first
date (the “Effective Date”) on which the following conditions precedent have been satisfied:


(a) There shall
have occurred no Material Adverse Change since December 31, 2010.






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(b) There shall
exist no action, suit, investigation, litigation or proceeding affecting the Guarantor or any of its Subsidiaries pending or threatened
before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect
other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) purports
to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated
hereby, and there shall have been no adverse change in the status, or financial effect on the Guarantor or any of its Subsidiaries,
of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.


(c) Nothing shall
have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the
Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality
of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties
of the Guarantor and its Subsidiaries as they shall have requested.


(d) All governmental
and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained
(without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation
shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions
upon the transactions contemplated hereby.


(e) The Borrowers
shall have notified each Lender and the Agent in writing as to the proposed Effective Date.


(f) The Borrowers
shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel
to the Agent).


(g) On the Effective
Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed
by a duly authorized officer of the Guarantor, dated the Effective Date, stating that:


(i) The representations
and warranties contained in Section 4.01 are correct on and as of the Effective Date, and


(ii) No event
has occurred and is continuing that constitutes a Default.


(h) The Agent
shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the
Agent and (except for the Notes) in sufficient copies for each Lender:


(i) The Notes
to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.


(ii) Certified
copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement and the Notes to which it is a
party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this
Agreement and the Notes to which it is a party.


(iii) A certificate
of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such
Loan Party authorized to sign this Agreement and the Notes to which it is a party and the other documents to be delivered by it
hereunder.


(iv) A favorable
opinion of Dewey & LeBoeuf LLP, New York counsel for the Loan Parties, and Macfarlanes LLP, English counsel for OFP, substantially
in the form of Exhibits D-1 and D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may
reasonably request.






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(v) A favorable
opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent.


SECTION 3.02. Conditions
Precedent to Each Borrowing, Each Issuance and Each Commitment Increase. The obligation of each Lender to make an Advance (other
than an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing, the obligation
of each Issuing Bank to issue a Letter of Credit and each Commitment Increase shall be subject to the conditions precedent that
the Effective Date shall have occurred and on the date of such Borrowing, such issuance or such Increase Date (a) the following
statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Issuance, request for Commitment
Increase and the acceptance by a Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such
Borrower that on the date of such Borrowing, such issuance or such Increase Date such statements are true):


(i) the representations
and warranties contained in Section 4.01 (except, in the case of a Borrowing or issuance, the representations set forth in
the last sentence of subsection (e) thereof and in subsection (f)(i) thereof) are correct on and as of such date, before
and after giving effect to such Borrowing, such issuance or such Commitment Increase and to the application of the proceeds therefrom,
as though made on and as of such date, and


(ii) no event
has occurred and is continuing, or would result from such Borrowing, such issuance or such Commitment Increase or from the application
of the proceeds therefrom, that constitutes a Default;


and (b) the Agent
shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.


SECTION 3.03. Determinations
Under Section 3.01. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender
shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder
to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the
transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrowers, by
notice to the Lenders, designate as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify
the Lenders of the occurrence of the Effective Date.


ARTICLE IV


REPRESENTATIONS AND
WARRANTIES


SECTION 4.01. Representations
and Warranties of the Guarantor. The Guarantor represents and warrants as follows:


(a) Each Loan Party
is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.


(b) The execution,
delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the
transactions contemplated hereby, are within the such Loan Party’s corporate powers, have been duly authorized by all necessary
corporate action, and do not contravene (i) such Loan Party’s charter or by-laws or other organizational documents or
(ii) any law or any contractual restriction binding on or affecting any Loan Party.


(c) No authorization
or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third
party is required for the due execution, delivery and performance by any Loan Party of this Agreement or the Notes to be delivered
by it.






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(d) This Agreement
has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each
Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding
obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms.


(e) The Consolidated
balance sheet of the Guarantor and its Subsidiaries as at December 31, 2010, and the related Consolidated statements of income
and cash flows of the Guarantor and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent
public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at June 30, 2011, and the related
Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the six months then ended, duly certified
by the chief financial officer of the Guarantor, copies of which have been furnished to each Lender, fairly present, subject, in
the case of said balance sheet as at June 30, 2011, and said statements of income and cash flows for the six months then ended,
to year-end audit adjustments, the Consolidated financial condition of the Guarantor and its Subsidiaries as at such dates and
the Consolidated results of the operations of the Guarantor and its Subsidiaries for the periods ended on such dates, all in accordance
with generally accepted accounting principles consistently applied. Since December 31, 2010, there has been no Material Adverse
Change.


(f) There is no
pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without
limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency
or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation),
and there has been no adverse change in the status, or financial effect on the Guarantor or any of its Subsidiaries, of the Disclosed
Litigation from that described on Schedule 3.01(b) hereto or (ii) purports to affect the legality, validity or enforceability
of this Agreement or any Note or the consummation of the transactions contemplated hereby.


(g) No Loan Party
is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U
issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry
any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.


(h) No Loan Party
is an “investment company”, or a company “controlled” by an “investment company”, within the
meaning of the Investment Company Act of 1940, as amended.


(i) All factual
information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender
(including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement
or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or
on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which
such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken
as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was
provided.


ARTICLE V


COVENANTS OF THE GUARANTOR


SECTION 5.01. Affirmative
Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Guarantor will:


(a) Compliance
with Laws, Etc. Comply, and cause each of its Subsidiaries to comply with all applicable laws, rules, regulations and orders,
such compliance to include, without limitation, compliance with ERISA and Environmental Laws except, in each case, to the extent
that failure to comply would not reasonably be expected to have a Material Adverse Effect.






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(b) Payment
of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent,
(i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful
claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Guarantor nor any of
its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good
faith and by proper proceedings and as to which appropriate reserves are being maintained.


(c) Maintenance
of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance
companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses
and owning similar properties in the same general areas in which the Guarantor or such Subsidiary operates.


(d) Preservation
of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate
existence, rights (charter and statutory) and franchises; provided, however, that the Guarantor and its Subsidiaries may consummate
any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Guarantor nor any of its
Subsidiaries shall be required to preserve any right or franchise, or the existence of any Subsidiary of the Guarantor that is
not a Borrower, if the Board of Directors of the Guarantor or the Borrower that is the corporate parent of such Subsidiary shall
determine that the preservation thereof is no longer desirable in the conduct of the business of the Guarantor or such Borrower,
as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Guarantor, such Borrower or
the Lenders.


(e) Visitation
Rights. At any reasonable time and from time to time, permit the Agent or any of the Lenders or any agents or representatives
thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the
Guarantor and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Guarantor and any of its Subsidiaries
with any of their officers or directors and with their independent certified public accountants.


(f) Keeping
of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries
shall be made of all financial transactions and the assets and business of the Guarantor and each such Subsidiary in accordance
with generally accepted accounting principles in effect from time to time.


(g) Maintenance
of Properties, Etc. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties
that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted.


(h) Transactions
with Affiliates. Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under this Agreement
with any of their Affiliates on terms that are fair and reasonable and no less favorable to the Guarantor or such Subsidiary than
it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate.


(i) Reporting
Requirements. Furnish to the Lenders:


(i) as soon
as available and in any event within 50 days after the end of each of the first three quarters of each fiscal year of the Guarantor,
the Consolidated balance sheet of the Guarantor and its Subsidiaries as of the end of such quarter and Consolidated statements
of income and cash flows of the Guarantor and its Subsidiaries for the period commencing at the end of the previous fiscal year
and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial officer
of the Guarantor as having been prepared in accordance with generally accepted accounting principles and certificates of the chief
financial officer of the Guarantor as to compliance with the terms of this Agreement and setting forth in reasonable detail the
calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in generally
accepted accounting principles used in the preparation of such financial statements, the Guarantor shall also provide, if necessary
for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements
to GAAP;






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(ii) as soon
as available and in any event within 95 days after the end of each fiscal year of the Guarantor, a copy of the annual audit report
for such year for the Guarantor and its Subsidiaries, containing the Consolidated balance sheet of the Guarantor and its Subsidiaries
as of the end of such fiscal year and Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for
such fiscal year, in each case accompanied by an opinion acceptable to the Required Lenders by KPMG LLP or other independent public
accountants acceptable to the Required Lenders and certificates of the chief financial officer of the Guarantor as to compliance
with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with
Section 5.03, provided that in the event of any change in generally accepted accounting principles used in the preparation
of such financial statements, the Guarantor shall also provide, if necessary for the determination of compliance with Section 5.03,
a statement of reconciliation conforming such financial statements to GAAP;


(iii) as
soon as possible and in any event within five days after any senior officer of the Guarantor or a Borrower becomes aware or should
have become aware of the occurrence of any Default, the occurrence of each Default continuing on the date of such statement, a
statement of the chief financial officer of the Guarantor setting forth details of such Default and the action that the Guarantor
has taken and proposes to take with respect thereto;


(iv) promptly
after the sending or filing thereof, copies of all reports that the Guarantor sends to any of its securityholders, and copies of
all reports and registration statements that the Guarantor or any Subsidiary files with the Securities and Exchange Commission
(the “SEC”) or any national securities exchange;


(v) promptly
after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting
the Guarantor or any of its Subsidiaries of the type described in Section 4.01(f); and


(vi) such
other information respecting the Guarantor or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably
request.


Reports and financial
statements required to be delivered by the Guarantor pursuant to clauses (i), (ii), (iv) and (v) of this Section 5.01(i)
shall be deemed to have been delivered on the date on which it posts such reports, or reports containing such financial statements,
on its website on the Internet at www.omnicomgroup.com or when such reports, or reports containing such financial statements are
posted on the SEC’s website at www.sec.gov; provided that it shall deliver notice that such reports and financial statements
are so available and shall deliver paper copies of the reports and financial statements referred to in clauses (i), (ii),
(iv) and (v) of this Section 5.01(i) to the Agent or any Lender who requests it to deliver such paper copies until written
notice to cease delivering paper copies is given by the Agent or such Lender.


SECTION 5.02. Negative
Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Guarantor will
not:


(a) Liens, Etc.
Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of
its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive
income, other than:


(i) Permitted
Liens,


(ii) purchase
money Liens upon or in any real property or equipment acquired or held by the Guarantor or any Subsidiary in the ordinary course
of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing
the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other
than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property)
or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such
Lien shall extend to or cover any properties of 



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any character other than the real property or equipment being acquired and fixed
improvements thereon or accessions thereto, and no such extension, renewal or replacement shall extend to or cover any properties
not theretofore subject to the Lien being extended, renewed or replaced,


(iii) the
Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,


(iv) Liens
on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of
the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were not created in contemplation of such merger,
consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with
the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary,


(v) Liens
securing Debt permitted by Section 5.02(d)(vii),


(vi) Liens
granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and


(vii) other
Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated
net worth of the Guarantor and its Subsidiaries at any time.


(b) Mergers,
Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in
a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit
any of the Borrowers to do so.


(c) Accounting
Changes. Make or permit, or permit any of its Subsidiaries to make or permit, any change in accounting policies or reporting
practices, except as required or permitted by generally accepted accounting principles.


(d) Subsidiary
Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:


(i) Debt
existing on the Effective Date and described on Schedule 5.02(d) hereto (the “Existing Debt”), and any
Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the principal
amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension,
refunding or refinancing plus any capitalized fees incurred in connection therewith, and the direct and contingent obligors therefor
shall not be changed (other than to release any contingent obligor), as a result of or in connection with such extension, refunding
or refinancing,


(ii) accrued
expenses and trade payables incurred in the ordinary course of business, and obligations under trade letters of credit incurred
in the ordinary course of business, which are to be repaid in full not more than one year after the date on which such Debt is
originally incurred to finance the purchase of goods by such Subsidiary,


(iii) obligations
under letters of credit or surety bonds incurred in the ordinary course of business in support of obligations incurred in connection
with leases, worker’s compensation, unemployment insurance and other social security legislation,


(iv) Debt
owed to the Guarantor or to a wholly owned Subsidiary of the Guarantor,


(v) Debt
of the Borrowers,






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(vi) other
Debt of Subsidiaries of the Guarantor which are not organized under the laws of the United States of America, a State of the United
States of America or the District of Columbia and substantially all of whose assets and business are located or conducted outside
the United States of America,


(vii) Debt
of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor
or becomes a Subsidiary of the Guarantor; provided that such Debt was not created in contemplation of such merger, consolidation
or acquisition, provided further that the aggregate principal amount of the Debt referred to in this clause (vii) shall not
exceed $50,000,000 at any time outstanding,


(viii) (x)
Debt consisting of any guaranty made by any Subsidiary of the Guarantor in respect of Debt of any Loan Party, provided that such
Subsidiary shall have entered into a guaranty of the Debt of the Guarantor under this Agreement in form and substance reasonably
satisfactory to the Required Lenders and (y) Debt constituting guaranties of the Debt of the Guarantor under this Agreement, and


(ix) indorsement
of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.


(e) Change in
Nature of Business. Make, or permit any of its Subsidiaries to make, any material change in the nature of its business as carried
on at the date hereof and other reasonably related businesses or businesses reasonably incidental thereto.


(f) Payment
Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries
to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to (i) pay dividends
or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Guarantor
or any of its Subsidiaries, or pay any Debt owed to the Guarantor or any of its Subsidiaries, (ii) make loans or advances to the
Guarantor or (iii) transfer any of its properties or assets to the Guarantor, except for such agreements or arrangements existing
under or by reason of (x) applicable law, (y) this Agreement and (z) customary provisions restricting subletting or assignment
of any lease governing a leasehold interest of a Subsidiary of the Guarantor.


SECTION 5.03. Financial
Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Guarantor will:


(a) Leverage
Ratio. Maintain a ratio of Consolidated Debt for Borrowed Money of the Guarantor and its Subsidiaries to Consolidated EBITDA
of the Guarantor and its Subsidiaries for the four quarters most recently ended of not greater than 3.0 to 1.


(b) Interest
Coverage Ratio. Maintain a ratio of Consolidated EBITDA of the Guarantor and its Subsidiaries for the four quarters most recently
ended to interest payable on, and amortization of debt discount in respect of, all Debt during such period by the Guarantor and
its Subsidiaries of not less than 5.0 to 1.


ARTICLE VI


EVENTS OF DEFAULT


SECTION 6.01. Events
of Default. If any of the following events (“Events of Default”) shall occur and be continuing:


(a) Any Borrower
shall fail to pay any principal of any Advance when the same becomes due and payable; or any Borrower shall fail to pay any interest
on any Advance or make any other payment of fees or other amounts payable under this Agreement or any Note within three Business
Days after the same becomes due and payable; or






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(b) Any representation
or warranty made by the Guarantor herein or by any Loan Party (or any of its officers) in connection with this Agreement shall
prove to have been incorrect in any material respect when made; or


(c) (i) The
Guarantor shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(d), (e), (h) or (i),
5.02 or 5.03, or (ii) any Loan Party shall fail to perform or observe any other term, covenant or agreement contained in this
Agreement on its part to be performed or observed if such failure shall remain unremedied for 30 days after written notice thereof
shall have been given to the Guarantor by the Agent or any Lender; or


(d) The Guarantor
or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal
or notional amount of at least $100,000,000 in the aggregate (but excluding Debt outstanding hereunder) of the Guarantor or such
Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or
instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating
to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the
effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt
shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment
or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made,
in each case prior to the stated maturity thereof; or


(e) The Guarantor
or any of its Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability
to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted
by or against the Guarantor or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating
to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment
of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case
of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed
for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order
for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial
part of its property) shall occur; or the Guarantor or any of its Subsidiaries shall take any corporate action to authorize any
of the actions set forth above in this subsection (e); or


(f) Judgments or
orders for the payment of money in excess of $100,000,000 in the aggregate shall be rendered against the Guarantor or any of its
Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order
or (ii) there shall be any period of 60 consecutive days during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not be
an Event of Default under this Section 6.01(f) if and for so long as (i) the amount of such judgment or order is covered
by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (ii) such insurer,
which shall be rated at least “A” by A.M. Best Company, has been notified of, and has not disputed the claim made for
payment of, the amount of such judgment or order; or


(g) (i) Any
Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3
of the SEC under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Guarantor (or other securities
convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Guarantor;
or (ii) during any period of up to 12 consecutive months, commencing after the date of this Agreement, individuals who at
the beginning of such 12-month period were directors of the Guarantor shall cease for any reason to constitute a majority of the
board of directors of the Guarantor; or (iii) the Guarantor shall cease for any reason to own, directly or indirectly, 100%
of the Voting Stock of each of the Borrowers; or






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(h) Any material
provision of the Guaranty shall cease to be valid and binding on or enforceable against the Guarantor, or the Guarantor shall so
state in writing; or


(i) The Guarantor
or any of its ERISA Affiliates shall incur, or shall be reasonably likely to incur liability in excess of $100,000,000 in the aggregate
as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal
of the Guarantor or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a
Multiemployer Plan;


then, and in any such
event, the Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare
the obligation of each Lender to make Advances (other than Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c))
and of the Issuing Banks to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall
at the request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare the Advances, all interest
thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest
and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by each Borrower; provided, however, that in the event of an actual or deemed entry
of an order for relief with respect to any Loan Party under the Federal Bankruptcy Code, (A) the obligation of each Lender
to make Advances (other than Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the Issuing Banks to issue
Letters of Credit shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly
waived by the Borrowers.


SECTION 6.02. Actions
in Respect of Letters of Credit upon Default. If any Event of Default shall have occurred and be continuing, the Agent may
with the consent, or shall at the request, of the Required Lenders, irrespective of whether it is taking any of the actions described
in Section 6.01 or otherwise, make demand upon the Borrowers to, and forthwith upon such demand the Borrowers will, (a) pay to
the Agent for the benefit of the Lenders in same day funds at the Agent’s office designated in such demand, for deposit in
the L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding or (b)
make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders. If
at any time the Agent determines that any funds held in the L/C Cash Deposit Account are subject to any right or interest of any
Person other than the Agent and the Lenders or that the total amount of such funds is less than the aggregate Available Amount
of all Letters of Credit, the Borrowers will, forthwith upon demand by the Agent, pay to the Agent, as additional funds to be deposited
and held in the L/C Cash Deposit Account, an amount equal to the excess of (a) such aggregate Available Amount over (b) the total
amount of funds, if any, then held in the L/C Cash Deposit Account that are free and clear of any such right and interest. Upon
the drawing of any Letter of Credit, to the extent funds are on deposit in the L/C Cash Deposit Account, such funds shall be applied
to reimburse the Issuing Banks to the extent permitted by applicable law, and if so applied, then such reimbursement shall be deemed
a repayment of the corresponding Advance in respect of such Letter of Credit. After all such Letters of Credit shall have expired
or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full,
the balance, if any, in such L/C Cash Deposit Account shall be promptly returned to the Borrowers.


ARTICLE VII


GUARANTY


SECTION 7.01. Guaranty.
The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled
maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations of each other Loan
Party now or hereafter existing under or in respect of this Agreement and the Notes (including, without limitation, any extensions,
modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute
or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or
otherwise (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including,
without limitation, fees and expenses of outside counsel and the allocated costs and expenses of in-house counsel) incurred by
the Agent or any Lender in enforcing any rights under this Agreement. Without 



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limiting the generality of the foregoing, the Guarantor’s
liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party
to the Agent or any Lender under or in respect of this Agreement and the Notes but for the fact that they are unenforceable or
not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.


SECTION 7.02. Guaranty
Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this
Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Agent or any Lender with respect thereto. This Guaranty is an absolute and unconditional guaranty
of payment when due, and not of collection, by the Guarantor of the Guaranteed Obligations. The obligations of the Guarantor under
or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Loan Party under
or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Guarantor
to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined
in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional
irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating
to, any or all of the following:


(a) any lack of
validity or enforceability of any provision of this Agreement or any Note or any agreement or instrument relating thereto;


(b) any change
in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations
of any Borrower under or in respect of this Agreement or the Notes, or any other amendment or waiver of or any consent to departure
from this Agreement or the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the
extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;


(c) any taking,
exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure
from, any other guaranty, for all or any of the Guaranteed Obligations;


(d) any manner
of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other
disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Loan Party under this
Agreement or the Notes or any other assets of any Borrower or any of its Subsidiaries;


(e) any change,
restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;


(f) any failure
of the Agent or any Lender to disclose to the Guarantor any information relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Guarantor
waiving any duty on the part of the Agent and the Lenders to disclose such information);


(g) the failure
of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of the Guarantor
or other guarantor or surety with respect to the Guaranteed Obligations; or


(h) any other circumstance
(including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent
or any Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor
or surety.


This Guaranty shall
continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations
is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization
of any Borrower or otherwise, all as though such payment had not been made.






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SECTION 7.03. Waivers
and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance,
presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice
with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Agent or any Lender protect, secure,
perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any
other Person or any collateral.


(b) The Guarantor
hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing
in nature and applies to all Guaranteed Obligations, whether existing now or in the future.


(c) The Guarantor
hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election
of remedies by the Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation,
reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed
against any of the other Loan Parties, any other guarantor or any other Person or any collateral and (ii) any defense based
on any right of set-off or counterclaim against or in respect of the obligations of the Guarantor hereunder.


(d) The Guarantor
hereby unconditionally and irrevocably waives any duty on the part of the Agent or any Lender to disclose to the Guarantor any
matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects
of any other Loan Party or any of its Subsidiaries now or hereafter known by the Agent or such Lender.


(e) The Guarantor
acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this
Agreement and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation of
such benefits.


SECTION 7.04. Subrogation.
The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire
against any Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Guarantor’s
obligations under or in respect of this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration,
contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Lender against any Borrower
or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract,
statute or common law, including, without limitation, the right to take or receive from any Borrower or any other insider guarantor,
directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such
claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall
have been paid in full in cash and the Commitments shall have expired or been terminated. If any amount shall be paid to the Guarantor
in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed
Obligations and all other amounts payable under this Guaranty and the Termination Date, such amount shall be received and held
in trust for the benefit of Agent and the Lenders, shall be segregated from other property and funds of the Guarantor and shall
forthwith be paid or delivered to the Agent in the same form as so received (with any necessary endorsement or assignment) to be
credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured,
in accordance with the terms of this Agreement, or to be held as collateral for any Guaranteed Obligations or other amounts payable
under this Guaranty thereafter arising. If (i) the Guarantor shall make payment to the Agent or any Lender of all or any part
of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall
have been paid in full in cash and (iii) the Termination Date shall have occurred, the Agent and the Lenders will, at the
Guarantor’s request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed
Obligations resulting from such payment made by the Guarantor pursuant to this Guaranty.


SECTION 7.05. Subordination.
The Guarantor hereby subordinates any and all debts, liabilities and other obligations owed to the Guarantor by each other Loan
Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter
set forth in this Section 7.05:






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(a) Prior Payment
of Guaranteed Obligations. In any proceeding under any Bankruptcy Law relating to any other Loan Party, the Guarantor agrees
that the Agent and the Lenders shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all
interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an
allowed claim in such proceeding (“Post Petition Interest”)) before the Guarantor receives payment of any Subordinated
Obligations.


(b) Turn-Over.
After the occurrence and during the continuance of any Event of Default under Section 6.01(e), the Guarantor shall, if the Agent
so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Agent and the
Lenders and deliver such payments to the Agent on account of the Guaranteed Obligations (including all Post Petition Interest),
together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the
liability of the Guarantor under the other provisions of this Guaranty.


(c) Agent Authorization.
After the occurrence and during the continuance of any Event of Default under Section 6.01(e), the Agent is authorized and empowered
(but without any obligation to so do), in its discretion, (i) in the name of the Guarantor, to collect and enforce, and to submit
claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Guaranteed Obligations (including
any and all Post Petition Interest), and (ii) to require the Guarantor (A) to collect and enforce, and to submit claims in respect
of, Subordinated Obligations and (B) to pay any amounts received on such obligations to the Agent for application to the Guaranteed
Obligations (including any and all Post Petition Interest).


SECTION 7.06. Continuing
Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the
later of the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and the Termination
Date, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable
by the Agent and the Lenders and their successors, transferees and assigns. Without limiting the generality of clause (c)
of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any portion of its rights and obligations
under this Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note
or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect
thereof granted to such Lender herein or otherwise, in each case as and to the extent provided in Section 9.07. The Guarantor
shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of each of the
Lenders.


ARTICLE VIII


THE AGENT


SECTION 8.01. Authorization
and Authority. Each Lender hereby irrevocably appoints Citibank to act on its behalf as the Agent hereunder and authorizes
the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto. The provisions of this Article VIII are solely for the benefit
of the Agent and the Lenders, and neither the Guarantor nor any other Loan Party shall have rights as a third party beneficiary
of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Note (or any
other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to
create or reflect only an administrative relationship between contracting parties.


SECTION 8.02. Rights
as a Lender. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender
as any other Lender and may exercise the same as though it were not the Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder
in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Guarantor or any
Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to
the Lenders.






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SECTION 8.03. Duties
of Agent; Exculpatory Provisions. (a) The Agent’s duties hereunder are solely ministerial and administrative in nature
and the Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality
of the foregoing, the Agent:


(i) shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


(ii) shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby that the Agent is required to exercise as directed in writing by the Required Lenders (or such other
number or percentage of the Lenders as shall be expressly provided for herein); provided that the Agent shall not be required to
take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to this
Agreement or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under
any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation
of any debtor relief law; and


(iii) shall
not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Guarantor or any of its Affiliates that is communicated to or obtained by the Agent or any of its Affiliates
in any capacity.


(b) The Agent shall
not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 9.01 or 6.01) or (ii) in the absence of its own gross negligence or willful
misconduct. The Agent shall be deemed not to have knowledge of any Default or the event or events that give or may give rise to
any Default unless and until the Guarantor or any Lender shall have given notice to the Agent describing such Default and such
event or events.


(c) The Agent shall
not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other
information made or supplied in or in connection with this Agreement or the Information Memorandum, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith or the adequacy,
accuracy and/or completeness of the information contained therein, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement or any other agreement, instrument or document or the perfection or priority of
any Lien or security interest created or purported to be created hereby or (v) the satisfaction of any condition set forth
in Article III or elsewhere herein, other than (but subject to the foregoing clause (ii)) to confirm receipt of items expressly
required to be delivered to the Agent.


(d) Nothing in
this Agreement shall require the Agent or any of its Related Parties to carry out any “know your customer” or other
checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible for
any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent
or any of its Related Parties.


SECTION 8.04. Reliance
by Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by
the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of an Advance, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless an officer of the Agent responsible
for the transactions contemplated hereby shall have received notice to the contrary from such Lender prior to the making of such
Advance or the issuance of such Letter of Credit, and in the case of a Borrowing, such Lender shall not have made available to
the Agent such Lender’s ratable portion of such Borrowing. The Agent may consult with legal counsel (who may be counsel for
the Guarantor or any other Loan Party), independent 



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accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


SECTION 8.05. Delegation
of Duties. The Agent may perform any and all of its duties and exercise its rights and powers hereunder by or through any one
or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise
its rights and powers by or through their respective Related Parties. Each such sub-agent and the Related Parties of the Agent
and each such sub-agent shall be entitled to the benefits of all provisions of this Article VIII and Section 9.04 (as though such
sub-agents were the “Agent” hereunder) as if set forth in full herein with respect thereto.


SECTION 8.06. Resignation
of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders and the Guarantor. Upon receipt of any
such notice of resignation, the Required Lenders shall have the right, in consultation with the Guarantor, to appoint a successor
Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any bank with an office in New York, New
York. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its resignation (such 30-day period, the “Lender Appointment
Period”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications
set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders,
a successor Agent, the retiring Agent may at any time upon or after the end of the Lender Appointment Period notify the Guarantor
and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s
resignation. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been
appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the
retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications
and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such
time as the Required Lenders appoint a successor Agent as provided for above in this Section 8.06(a). Upon the acceptance of a
successor Agent’s appointment as Agent hereunder, such successor Agent shall succeed to and become vested with all of the
rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from
all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this Section 8.06(a)).
The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrowers and such successor Agent. After the retiring Agent’s resignation hereunder, the provisions of this
Article VIII and Section 9.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.


(b) Any resignation
pursuant to this Section 8.06 by a Person acting as Agent shall, unless such Person shall notify the Borrowers and the Lenders
otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit
where such issuance or extension is to occur on or after the effective date of such resignation. Upon the acceptance of a successor
Agent’s appointment as Agent hereunder, (i) such successor Agent shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring Issuing Bank, (ii) the retiring Issuing Bank shall be discharged from all of its
duties and obligations hereunder, and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters
of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank
to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.


SECTION 8.07. Non-Reliance
on Agent and Other Lenders. (a) Each Lender confirms to the Agent, each other Lender and each of their respective Related Parties
that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters
that it is capable, without reliance on the Agent, any other Lender or any of their respective Related Parties, of evaluating the
merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement,
(y) making Advances and other extensions of credit hereunder and (z) in taking or not taking actions hereunder, (ii) is financially
able to bear such risks and (iii) has determined that entering into this Agreement and making Advances and other extensions of
credit hereunder is suitable and appropriate for it.


(b) Each Lender
acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising
under or in connection with this Agreement, (ii) that it 



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has, independently
and without reliance upon the Agent, any other Lender or any of their respective Related Parties, made its own appraisal and investigation
of all risks associated with, and its own credit analysis and decision to enter into, this Agreement based on such documents and
information as it has deemed appropriate and (iii) it will, independently and without reliance upon the Agent, any other Lender
or any of their respective Related Parties, continue to be solely responsible for making its own appraisal and investigation of
all risks arising under or in connection with, and its own credit analysis and decision to take or not take action under, this
Agreement based on such documents and information as it shall from time to time deem appropriate, which may include, in each case:   


(i) the financial
condition, status and capitalization of the Guarantor and each other Loan Party;


(ii) the
legality, validity, effectiveness, adequacy or enforceability of this Agreement and any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with this Agreement;


(iii) determining
compliance or non-compliance with any condition hereunder to the making of an Advance, or the issuance of a Letter of Credit and
the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and


(iv) the
adequacy, accuracy and/or completeness of the Information Memorandum and any other information delivered by the Agent, any other
Lender or by any of their respective Related Parties under or in connection with this Agreement, the transactions contemplated
hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or
in connection with this Agreement.


SECTION 8.08. No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Persons acting as Bookrunners, Arrangers, syndication
agent or documentation agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement,
except in its capacity, as applicable, as the Agent or as a Lender hereunder.


ARTICLE IX


MISCELLANEOUS


SECTION 9.01. Amendments,
Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by any Loan Party
therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and (except for
waivers or consents by any Lender) each of the Loan Parties, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent
shall, unless in writing and signed by all the Lenders, do any of the following: (i) waive any of the conditions specified
in Section 3.01, (ii) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal
amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder,
(iii) reduce or limit the obligations of the Guarantor under Section 7.01 or release the Guarantor or otherwise limit the Guarantor’s
liability with respect to the obligations owing to the Agent and the Lenders under Article VII or (iv) amend this Section 9.01
and (b) no amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby, do
any of the following: (i) other than as provided in Section 2.18, increase the Commitments of the Lenders, (ii) reduce
the principal of, or rate of interest on, the Advances or any fees or other amounts payable hereunder, (iii) postpone any
date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (iv) amend
the definition of “Committed Currencies” to add any additional currency, and provided further that (x)
no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take
such action, affect the rights or duties of the Agent under this Agreement or any Note and (y) no amendment, waiver or consent
shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely
affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement.






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SECTION 9.02. Notices,
Etc. (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile
as follows:


(i) if to
any Loan Party, to it at the address of the Guarantor at One East Weaver Street, Greenwich, Connecticut 06831, Attention: Eric
Huttner (Facsimile No. 203 618-1550; Telephone No. 203 625-3041);


(ii) if to
the Agent, to Citibank at 1615 Brett Road, Building #3, New Castle, Delaware 19720, Attention: Bank Loan Syndications (Facsimile
No. 212-994-0961; Telephone No. 203-894-6070);


(iii) if
to an Issuing Bank, to it at the address provided in writing to the Agent and the Borrowers;


(iv) if to
a Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.


Notices sent by hand
or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices
sent by facsimile shall be deemed to have been given when sent with written confirmation of error-free transmission (except that,
if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the
next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in paragraph
(b) below, shall be effective as provided in said paragraph (b).


(b) Electronic
Communications. Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished
by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agent,
provided that the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to Article II if such Lender or Issuing
Bank, as applicable, has notified the Agent that it is incapable of receiving notices under such Article by electronic communication.
The Agent or any Loan Party may, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices
or communications. Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall
be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices and other communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail
address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying
the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice or other communication is not
sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening
of business on the next Business Day for the recipient.


(c) Change of
Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by
notice to the other parties hereto.


(d) Platform.


(i) Each
Loan Party agrees that the Agent may, but shall not be obligated to, make the Communications (as defined below) available to the
Issuing Banks and the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic
transmission system (the “Platform”).


(ii) The
Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the
adequacy of the Platform and expressly disclaim liability for errors or 



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omissions in the Communications. No warranty of any kind,
express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose,
non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection
with the Communications or the Platform. In no event shall the Agent or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to the Loan Parties, any Lender, any Issuing Bank or any other Person or entity for damages
of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses
(whether in tort, contract or otherwise) arising out of the Agent’s transmission of Communications through the Platform.
“Communications” means, collectively, any notice, demand, communication, information, document or other material
that any Loan Party provides to the Agent pursuant to this Agreement or the transactions contemplated hereby which is made available
by the Agent to any Lender or any Issuing Bank by posting same on the Platform.


SECTION 9.03. No
Waiver; Remedies. No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any right hereunder
or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other
or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.


SECTION 9.04. Costs
and Expenses. (a) The Borrowers agree to pay on demand all costs and expenses of the Agent in connection with the preparation,
execution, delivery, administration, modification and amendment of this Agreement, the Notes and the other documents to be delivered
hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings),
transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and expenses
of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under
this Agreement. The Borrowers further agree to pay on demand all costs and expenses of the Agent and the Lenders, if any (including,
without limitation, reasonable fees and expenses of outside counsel and the allocated costs and expenses of in-house counsel),
in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes
and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the
Agent and each Lender in connection with the enforcement of rights under this Section 9.04(a).


(b) The Borrowers
agree to indemnify and hold harmless the Agent and each Lender and each of their Affiliates and their officers, directors, employees,
agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities
and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by or asserted or awarded against
any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection
with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this
Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances or (ii) the
actual or alleged presence of hazardous materials on any property of the Guarantor or any of its Subsidiaries or any Environmental
Action relating in any way to the Guarantor or any of its Subsidiaries, except to the extent such claim, damage, loss, liability
or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified
Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which
the indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation
or proceeding is brought by any Loan Party, its directors, equityholders or creditors or an Indemnified Party or any other Person,
whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.
The Loan Parties also agree not to assert any claim for special, indirect, consequential or punitive damages against the Agent,
any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory
of liability, arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or
the actual or proposed use of the proceeds of the Advances.


(c) If any payment
of principal of, or Conversion of, any Eurocurrency Rate Advance is made by any Borrower to or for the account of a Lender (i)
other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.08,
2.10 or 2.12, acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or by an Eligible
Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations
under this 



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Agreement pursuant to Section 9.07 as a result of a demand by the Guarantor pursuant to Section 2.20 or (ii)
as a result of a payment or Conversion pursuant to Section 2.08, 2.10 or 2.12, the Borrower of such Advance shall, upon demand
by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required
to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment
or Conversion, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. If the amount
of the Committed Currency purchased by any Lender in the case of a Conversion or exchange of Advances in the case of Section 2.08
or 2.12 exceeds the sum required to satisfy such Lender’s liability in respect of such Advances, such Lender agrees to remit
to the applicable Borrower such excess.


(d) Without prejudice
to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in
Sections 2.11, 2.14 and 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder
and under the Notes.


(e) Reimbursement
by Lenders. Each Lender severally agrees to indemnify the Agent and each Issuing Bank (in each case, to the extent not promptly
reimbursed by the Borrowers or the Guarantor) from and against such Lender’s ratable share of any and all losses, claims,
damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of
any kind or nature (including the fees, charges and disbursements of any advisor or counsel for such Person that may be imposed
on, incurred by, or asserted against the Agent or any Issuing Bank, as the case may be, in their capacities as such, in any way
relating to or arising out of this Agreement or any action taken or omitted by the Agent or any Issuing Bank hereunder; provided,
however, that no Lender shall be liable for any portion of such losses, claims, damages, liabilities, obligations, penalties, actions,
judgments, suits, costs, disbursements or expenses resulting from the Agent’s or such Issuing Bank’s gross negligence
or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of
the foregoing, each Lender agrees to reimburse the Agent and each Issuing Bank for its ratable share of any costs and expenses
(including, without limitation, fees and expenses of counsel) payable by the Borrowers under Section 9.04(a), to the extent that
the Agent or such Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrowers or the Guarantor.


SECTION 9.05. Right
of Set-off. Upon either (a) the occurrence and during the continuance of any Event of Default under Section 6.01(a) or 6.01(e)
or (b) (i) the occurrence and during the continuance of any other Event of Default and (ii) the making of the request or the granting
of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions
of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of
any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement and any
Advance held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Advance and although
such obligations may be unmatured. Each Lender agrees promptly to notify the applicable Loan Party after any such set-off and application,
provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each
Lender and its Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation,
other rights of set-off) that such Lender and its Affiliates may have.


SECTION 9.06. Binding
Effect. This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction
of the conditions precedent set forth in Section 3.01) when it shall have been executed by each Loan Party and the Agent and
when the Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be
binding upon and inure to the benefit of the Loan Parties, the Agent and each Lender and their respective successors and assigns
and each Indemnified Party, except that no Loan Party shall have the right to assign its rights hereunder or any interest herein
without the prior written consent of each of the Lenders.


SECTION 9.07. Assignments
and Participations. (a) Successors and Assigns Generally. No Lender or Issuing Bank may assign or otherwise transfer
any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this
Section 9.07, (ii) by way of participation in 



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accordance
with the provisions of paragraph (d) of this Section 9.07, or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of paragraph (f) of this Section 9.07 (and any other attempted assignment or transfer by any party hereto
shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph
(d) of this Section 9.07 and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent, the Lenders
and the Issuing Banks) any legal or equitable right, remedy or claim under or by reason of this Agreement. 


(b) Assignments
by Lenders and Issuing Banks. Any Lender or Issuing Bank may at any time assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of its Commitment (except that an Issuing Bank may
only assign all or a portion of its Unissued Letter of Credit Commitment and not its issued Letters of Credit) and the Advances
at the time owing to it); provided that (in each case with respect to any Facility) any such assignment shall be subject to the
following conditions:


(i) Minimum
Amounts.


(A) in the case
of an assignment of the entire remaining amount of the assigning Lender’s or Issuing Bank’s Commitment and/or the Advances
at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds that
equal at least the amount specified in paragraph (b)(i)(B) of this Section 9.07 in the aggregate or in the case of an assignment
to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


(B) in any case
not described in paragraph (b)(i)(A) of this Section 9.07, the aggregate amount of the Commitment (which for this purpose includes
Advances outstanding and participations in Letters of Credit thereunder) or, if the applicable Commitment is not then in effect,
the principal outstanding balance of the Advances of the assigning Lender or Issuing Bank subject to each such assignment (determined
as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date”
is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $10,000,000, unless each of the Agent
and, so long as no Event of Default has occurred and is continuing, the Guarantor otherwise consents (each such consent not to
be unreasonably withheld or delayed).


(ii) Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
or Issuing Bank’s rights and obligations under this Agreement with respect to the Advance or the Commitment assigned, except
that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate
Facilities on a non-pro rata basis.


(iii) Required
Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section
9.07 and, in addition:


(A) the consent
of the Guarantor (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default
has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund; provided that the Guarantor shall be deemed to have consented to any such assignment unless it shall
object thereto by written notice to the Agent within five Business Days after having received notice thereof and provided,
further, that the Guarantor’s consent shall not be required during the primary syndication of the Facilities;


(B) the consent
of the Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that
is not a Lender, an Affiliate of such Lender or an Approved Fund; and






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(C) the consent
of each Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment under the Revolving
Credit Facility.


(iv) Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together
with a processing and recordation fee of $3,500; provided that the Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Agent an Administrative
Questionnaire.


(v) No
Assignment to Certain Persons. No such assignment shall be made to (A) the Guarantor or any of the Guarantor’s Affiliates
or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would be a Defaulting Lender or a Subsidiary of a Defaulting Lender.


(vi) No
Assignment to Natural Persons. No such assignment shall be made to a natural Person.


(vii) Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions,
including funding, with the consent of the Guarantor and the Agent, the applicable pro rata share of Advances previously requested
but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to
(x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent, each Issuing Bank and each
other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all
Advances and participations in Letters of Credit in accordance with its Ratable Share. Notwithstanding the foregoing, in the event
that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without
compliance with the provisions of this clause (vii), then the assignee of such interest shall be deemed to be a Defaulting Lender
for all purposes of this Agreement until such compliance occurs.


Subject to acceptance
and recording thereof by the Agent pursuant to paragraph (c) of this Section 9.07, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender or Issuing Bank, as the case may be, under
this Agreement, and the assigning Lender or Issuing Bank thereunder shall, to the extent of the interest assigned by such Assignment
and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s or Issuing Bank’s rights and obligations under this Agreement, such Lender or Issuing
Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.11 and 9.04 with respect
to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent
otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of
any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with this Section 9.07(b) shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of
this Section 9.07.


(c) Register.
The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States
a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders
and the Issuing Banks, and the Commitments of, and principal amounts of the Advances owing to, each Lender and Issuing Bank pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent
manifest error, and the Loan Parties, the Agent, the Lenders and the Issuing Banks shall treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender or an Issuing Bank, as the case may be, hereunder for all purposes 



    	50 
Omnicom: Five Year Credit Agreement



    	 



    
of
this Agreement. The Register shall be available for inspection by any Loan Party, any Lender and any Issuing Bank, at any reasonable
time and from time to time upon reasonable prior notice.


(d) Participations.


(i) Any Lender
may at any time, without the consent of, or notice to, the Guarantor or the Agent, sell participations to any Person (other than
a natural Person or the Guarantor or any of the Guarantor’s Affiliates or Subsidiaries) (each buyer of a Participation, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including
all or a portion of its Commitment and/or the Advances owing to it); provided that (A) such Lender’s obligations under this
Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance
of such obligations, and (C) the Loan Parties, the Agent, the Issuing Banks and the Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt,
each Lender shall be responsible for the indemnity under Section 9.04(e) with respect to any payments made by such Lender to its
Participant(s).


(ii) Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, waiver or consent of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in clause (a) of the first proviso of Section 9.01 that directly affects such Participant. The
Borrowers agree that each Participant shall be entitled to the benefits of Section 2.11 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.07; provided that such Participant
agrees to be subject to the provisions of Sections 2.20 as if it were an assignee under paragraph (b) of this Section 9.07. To
the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.05 as though it were a Lender;
provided that such Participant agrees to be subject to Section 2.15 as though it were a Lender.


(e) Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.11 and 2.14 than
the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Guarantor’s prior written consent. A Participant that is organized
under the laws of a jurisdiction outside of the United States shall not be entitled to the benefits of Section 2.14 unless the
Guarantor is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers,
to comply with Section 2.14(e) as though it were a Lender.


(f) Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any
central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender
from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


SECTION 9.08. Confidentiality.
(a) Each of the Agent, the Lenders and the Issuing Banks agrees to maintain the confidentiality of the Confidential Information,
except that Confidential Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information
and instructed to keep such Confidential Information confidential), (b) to the extent required by applicable laws or regulations,
or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such
as the National Association of Insurance Commissioners), or by any subpoena or similar legal process, (c) to any other party
hereto, (d) in connection with the exercise of any remedies hereunder or under any Note or any action or proceeding between
or among the parties hereto relating to this Agreement or any Note or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this Section 9.08(a), to (i) any assignee of or participant
in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, (ii) any actual
or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and
other 



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Omnicom: Five Year Credit Agreement



    	 



    
representatives) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan
Party and its obligations, this Agreement or payments hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau or any
similar organization, (g) with the consent of the Guarantor or (h) to the extent such Confidential Information (x) becomes
publicly available other than as a result of a breach of this Section 9.08(a) or (y) becomes available to the Agent, any Lender,
any Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than a Loan Party.


(b) Any Person
required to maintain the confidentiality of Confidential Information as provided in Section 9.08(a) shall be considered to have
complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such
Confidential Information as such Person would accord to its own confidential information.


SECTION 9.09. Governing
Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.


SECTION 9.10. Execution
in Counterparts. This Agreement 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 Agreement by telecopier shall be effective as delivery
of a manually executed counterpart of this Agreement.


SECTION 9.11. Judgment.
(a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another
currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall
be that at which in accordance with normal banking procedures the Agent could purchase Dollars with such other currency at Citibank’s
principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. 


(b) If for the
purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in a Committed Currency into Dollars,
the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which
in accordance with normal banking procedures the Agent could purchase such Committed Currency with Dollars at Citibank’s
principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given.


(c) The obligation
of the Borrowers in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or
the Agent hereunder shall, notwithstanding any judgment in any other currency, be discharged only to the extent that on the Business
Day following receipt by such Lender or the Agent (as the case may be), of any sum adjudged to be so due in such other currency,
such Lender or the Agent (as the case may be) may in accordance with normal banking procedures purchase the applicable Primary
Currency with such other currency; if the amount of the applicable Primary Currency so purchased is less than such sum due to such
Lender or the Agent (as the case may be) in the applicable Primary Currency, the Borrowers agree, as a separate obligation and
notwithstanding any such judgment, to indemnify such Lender or the Agent (as the case may be) against such loss, and if the amount
of the applicable Primary Currency so purchased exceeds such sum due to any Lender or the Agent (as the case may be) in the applicable
Primary Currency, such Lender or the Agent (as the case may be) agrees to remit to the applicable Borrower such excess.


SECTION 9.12. Jurisdiction,
Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, Borough
of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement
or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State
court or, to the extent permitted by law, in such federal court. The Loan Parties hereby agree that service of process in any such
action or proceeding brought in the any such New York State court or in such federal court may be made upon the Guarantor at its
offices at One East Weaver Street, Greenwich, Connecticut 06831 Attention: General Counsel and the Loan Parties hereby irrevocably
appoint the Guarantor its authorized agent to accept such service of process, and agrees that the failure of the Guarantor to give
any notice of any such service 



    	52 
Omnicom: Five Year Credit Agreement



    	 



    
shall not impair or affect the validity of such service or of any judgment rendered in any action
or proceeding based thereon. Each Loan Party hereby further irrevocably consents to the service of process in any action or proceeding
in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Loan Party
at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating
to this Agreement or the Notes in the courts of any jurisdiction.


(b) Each of the
parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or the Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


SECTION 9.13. Substitution
of Currency. If a change in any Committed Currency occurs pursuant to any applicable law, rule or regulation of any governmental,
monetary or multi-national authority, this Agreement (including, without limitation, the definitions of Eurocurrency Rate) will
be amended to the extent determined by the Agent (acting reasonably and in consultation with the Guarantor) to be necessary to
reflect the change in currency and to put the Lenders and the Borrowers in the same position, so far as possible, that they would
have been in if no change in such Committed Currency had occurred.


SECTION 9.14. No
Liability of the Issuing Banks The Borrowers assume all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. Neither an Issuing Bank nor any of its officers or directors
shall be liable or responsible for: (a) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary
or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon,
even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by such
Issuing Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any
documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making
or failing to make payment under any Letter of Credit, except that the applicable Borrower shall have a claim against such Issuing
Bank, and such Issuing Bank shall be liable to such Borrower, to the extent of any direct, but not consequential, damages suffered
by such Borrower that were caused by (i) such Issuing Bank’s willful misconduct or gross negligence in determining whether
documents presented under any Letter of Credit comply with the terms of such Letter of Credit or (ii) such Issuing Bank’s
grossly negligent or willful failure to make lawful payment under a Letter of Credit after the presentation to it of a draft and
certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of
the foregoing, such Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary.


SECTION 9.15. Patriot
Act. Each Lender hereby notifies each Loan Party that pursuant to the requirements of the USA Patriot Act (Title III of Pub.
L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information
that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that
will allow such Lender to identify such Loan Party in accordance with the Act.



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SECTION 9.16. Waiver
of Jury Trial. Each of the Loan Parties, the Agent and the Lenders hereby irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement
or the Notes or the actions of the Agent or any Lender in the negotiation, administration, performance or enforcement thereof.


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the
date first above written.


OMNICOM CAPITAL
INC., as Borrower


By: /s/ Dennis
E. Hewitt


Name:Dennis
E. Hewitt


Title:President
and Chief Executive Officer


OMNICOM FINANCE
PLC, as Borrower


By: /s/ Dennis
E. Hewitt


Name:Dennis
E. Hewitt


Title:Director


OMNICOM GROUP INC.,
as Guarantor


By: /s/ Dennis
E. Hewitt


Name:Dennis
E. Hewitt


Title:Treasurer


CITIBANK, N.A.,
as Agent


By: /s/ Carolyn
Kee


Name:Carolyn
Kee


Title:Vice President



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Omnicom: Five Year Credit Agreement



    	 



    

CITIBANK, N.A.


 


By:   /s/ Carolyn Kee


Name:  Carolyn Kee


Title:  Vice President


JPMORGAN CHASE BANK, N.A.


 


By:   /s/ Goh Siew Tan


Name:  Goh Siew Tan


Title:  Vice President


BANK OF AMERICA, N.A.


 


By:   /s/ Michael Makaitis


Name:  Michael Makaitis


Title:  Vice President


HSBC BANK USA, NATIONAL ASSOCIATION


 


By:    /s/ Thomas T. Rogers


Name:  Thomas T. Rogers


Title:  Senior Vice President


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


By:   /s/ Tony Sood


Name:  Tony Sood


Title:  Director


BNP PARIBAS


 


By:   /s/ Simone Vinocour


Name:  Simone Vinocour


Title:  Managing Director


By:   /s/ Berangere Allan


Name:  Berangere Allan


Title:  Director


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH


By:   /s/ George Stoecklein


Name:  George Stoecklein


Title:  Vice President



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Omnicom: Five Year Credit Agreement



    	 



    

 


DEUTSCHE BANK AG NEW YORK BRANCH


By:   /s/ Yvonne Tilden


Name:  Yvonne Tilden


Title:  Director


By:   /s/ Andreas Neumeier


Name:  Andreas Neumeier


Title:  Managing Director


BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH


By:   /s/ Guilherme Gobbo


Name:  Guilherme Gobbo


Title:  Vice President


By:   /s/ Matias Cruces


Name:  Matias Cruces


Title:  Executive Director


SUMITOMO MITSUI BANKING CORPORATION


By:   /s/ David W. Kee


Name:  David W. Kee


Title:  Managing Director


U.S. BANK NATIONAL ASSOCIATION


By:   /s/ Corey Davis


Name:  Corey Davis


Title:  Vice President


BARCLAYS BANK PLC


By:   /s/ Ben Hickes


Name:  Ben Hickes


Title:  Authorised Signatory


SOCIETE GENERALE


By:   /s/ Ambrish Thanawala


Name:  Ambrish Thanawala


Title:  Managing Director



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Omnicom: Five Year Credit Agreement



    	 



    

DANSKE BANK A/S


By:   /s/ Martin Engholm


Name:  Martin Engholm


Title:  VP


By:   /s/ Ole Hatting


Name:  Ole Hatting


Title:  Senior Chief Legal Advisor


ING BANK N.V., DUBLIN BRANCH


By:   /s/ Padraig Matthews


Name:  Padraig Matthews


Title:  Vice President


By:   /s/ Aidan Neill


Name:  Aidan Neill


Title:  Director


INTESA SANPAOLO S.P.A. - NEW YORK BRANCH


By:   /s/ Robert Wurster


Name:  Robert Wurster


Title:  Senior Vice President


By:   /s/ Francesco DiMario


Name:  Francesco DiMario


Title:  FVP and Head of Credit


MIZUHO CORPORATE BANK


By:   /s/ Bertram H. Tang


Name:  Bertram H. Tang


Title:  Authorized Signatory


THE NORTHERN TRUST COMPANY


By:   /s/ Clifford Hoppe


Name:  Clifford Hoppe


Title:  Second Vice President


PNC BANK, NATIONAL ASSOCIATION


By:   /s/ Michael Nardo


Name:  Michael Nardo


Title:  Executive Vice President


THE BANK OF NOVA SCOTIA


By:   /s/ David Mahmood


Name:  David Mahmood


Title:  MD – Execution Head



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Omnicom: Five Year Credit Agreement



    	 



    

STANDARD CHARTERED BANK


By:   /s/ James P. Hughes


Name:  James P. Hughes A2386


Title:  Director


By:   /s/ Robert K. Reddington


Name:  Robert K. Reddington


Title:  Credit Documentation Manager,

           Credit Documentation Unit, WB Legal-Americas


COMERICA BANK


By:   /s/ Chris Rice


Name:  Chris Rice


Title:  AVP


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED


By:   /s/ Robert Grillo


Name:  Robert Grillo


Title:  Director


THE GOVERNOR & COMPANY OF THE BANK OF IRELAND


By:   /s/ Darren Brennan


Name:  Darren Brennan


Title:  Authorised Signatory


By:   /s/ K. Rockett


Name:  K. Rockett


Title:  Senior Manager


KEYBANK NATIONAL ASSOCIATION


By:   /s/ Marcel Fournier


Name:  Marcel Fournier


Title:  Vice President


LLOYDS TSB BANK PLC


By:   /s/ Charles Foster


Name:  Charles Foster


Title:  Managing Director


By:   /s/ Richard Herder


Name:  Richard Herder


Title:  Managing Director



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Omnicom: Five Year Credit Agreement



    	 



    

NATIONAL AUSTRALIA BANK LIMITED


By:   /s/ Courtney Cloe


Name:  Courtney Cloe


Title:  Director, Client Coverage Americas


UNICREDIT BANK AG, NEW YORK BRANCH


By:   /s/ Kimberly Sousa


Name:  Kimberly Sousa


Title:  Director


By:   /s/ Elaine Tung


Name:  Elaine Tung


Title:  Director


WESTPAC BANKING CORPORATION


By:   /s/ Henrik Jensen


Name:  Henrik Jensen


Title:  Director, Corporate & Institutional Banking


THE BANK OF CHINA, NEW YORK BRANCH


By:   /s/ Shiqiang Wu


Name:  Shiqiang Wu


Title:  General Manager


BANCO BRADESCO S.A., NEW YORK BRANCH


By:   /s/ Andre Felipe S. Fernandes


Name:  Andre Felipe S. Fernandes


Title:  Manager


By:   /s/ Roberto Medeiros Paula


Name:  Roberto Medeiros Paula


Title:  General Manager


NORDEA BANK FINLAND PLC., NEW YORK & CAYMAN ISLAND
BRANCHES


By:   /s/ Christer Svardh


Name:  Christer Svardh


Title:  First Vice President


By:   /s/ Gerald E. Chelius, Jr.


Name:  Gerald E. Chelius, Jr.


Title:  SVP Credit







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Omnicom: Five Year Credit Agreement



    	 



    



SCHEDULE I


OMNICOM GROUP


AMENDED AND RESTATED FIVE YEAR
CREDIT AGREEMENT


COMMITMENTS OF INITIAL
LENDERS AND INITIAL ISSUING BANKS


	Name of Initial Lender/Initial Issuing Bank	Revolving Credit Commitment	Letter of Credit Commitment
	Citibank, N.A.	$220,000000	$100,000,000
	JPMorgan Chase Bank, N.A.	$220,000000	 
	Bank of America, N.A.	$220,000000	 
	HSBC Bank USA, National Association	$195,000,000	 
	Wells Fargo Bank, National Association	$195,000,000	 
	BNP Paribas	$150,000,000	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch	$150,000,000	 
	Deutsche Bank AG New York Branch	$105,000,000	 
	Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	$100,000,000	 
	Sumitomo Mitsui Banking Corporation	$100,000,000	 
	U.S. Bank National Association	$100,000,000	 
	Barclays Bank PLC	$50,000,000	 
	Societe Generale	$50,000,000	 
	Danske Bank A/S	$50,000,000	 
	ING Bank N.V., Dublin Branch	$50,000,000	 
	Intesa Sanpaolo S.p.A. - New York Branch	$50,000,000	 
	Mizuho Corporate Bank	$50,000,000	 
	The Northern Trust Company	$50,000,000	 
	PNC Bank, National Association	$50,000,000	 
	The Bank of Nova Scotia	$40,000,000	 
	Standard Chartered Bank	$35,000,000	 
	Comerica Bank	$25,000,000	 



 



    	 
Omnicom: Five Year Credit Agreement



    	 



    



	Australia and New Zealand Banking Group Limited	$25,000,000	 
	The Governor & Company of the Bank of Ireland	$25,000,000	 
	Keybank National Association	$25,000,000	 
	Lloyds TSB Bank plc	$25,000,000	 
	National Australia Bank Limited	$25,000,000	 
	UniCredit Bank AG, New York Branch	$25,000,000	 
	Westpac Banking Corporation	$25,000,000	 
	The Bank of China, New York Branch	$25,000,000	 
	Banco Bradesco S.A., New York Branch	$25,000,000	 
	Nordea Bank Finland Plc., New York & Cayman Island Branches	$20,000,000	 
	Total of Commitments:	$2,500,000,000	$100,000,000


 



    	 
Omnicom: Five Year Credit Agreement



    	 



    

SCHEDULE 2.01(b)


EXISTING LETTERS OF
CREDIT


None.


 



    	 
Omnicom: Five Year Credit Agreement



    	 



    

SCHEDULE 3.01(b)


DISCLOSED LITIGATION


None.


 



    	 
Omnicom: Five Year Credit Agreement



    	 



    

SCHEDULES 5.02(a)
AND 5.02(d)


EXISTING LIENS AND
EXISTING DEBT


SECURED OBLIGATIONS 


	Subsidiary Borrower	Lender(s)	Each Lender	Total Debt
	BBDO Puerto Rico	Reliable	1,322	 
	 	Reliable	20,020	 
	 	First Bank	 791	22,133
	BBDO Pleon	Publico Vienna	188,809	188,809
	DDB Puerto Rico	Comunicadora Nexys	327,341	 
	 	Popular Auto	9,343	 
	 	Popular Auto	11,229	 
	 	Popular Auto	28,775	 
	 	Popular Auto	36,555	413,243
	DDB South Africa	Wesbank	 24,849	24,849
	Interbrand Malaysia	Naga DDB Sdn Bhd	79,476	79,476
	Critical Mass	Microsoft	203,153	203,153
	Ketchum Maslov LLC	Shareholders - M. Maslov & S. Chumin	484,407	484,407
	Ketchum Newscan	Citibank	39,265	39,265
	TBWA Germany	Monika Rieger	52,894	 
	 	Jorg Dambacher	591,161	 
	 	T. Meichle	4,804	 
	 	A. Litschko	 4,804	653,664
	 	 	 	 
	Total Subsidiary Debt	 	2,108,999	2,108,999
	 	 	 	 
	 	 	 	 
	Obligations under 

Capitalized Leases	Various	 	54,914,228


UNSECURED
OBLIGATIONS 


Omnicom Group Inc. has three zero coupon convertible
bonds outstanding maturing in 2032, 2033 and 2038. The principal amounts outstanding for each of these bonds are $252,772,000,
$84,000 and $406,622,000, respectively. In addition, Omnicom group Inc. has three USD-denominated notes. The notes consist of
a 5.90% note with a principal amount outstanding of $1,000,000,000 which matures in 2016, a 6.25% note with a principal amount
outstanding of $500,000,000 which matures in 2019 and a 4.45% note with a principal amount outstanding of $1,000,000,000 which
matures in 2020. 


 



    	 
Omnicom: Five Year Credit Agreement



    	 



    

EXHIBIT A - FORM OF


PROMISSORY NOTE


	U.S.$_______________	 	Dated: _______________, 20__




FOR VALUE RECEIVED,
the undersigned, [OMNICOM CAPITAL INC., a Connecticut corporation][OMNICOM FINANCE PLC, a public limited company organized under
the laws of England and Wales], (the “Borrower”), HEREBY PROMISES TO PAY to the order of _________________________
(the “Lender”) for the account of its Applicable Lending Office on the Termination Date (each as defined in
the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less,
the aggregate principal amount of the Advances made by the Lender to the Borrower pursuant to the Amended and Restated Five Year
Credit Agreement dated as of October 12, 2011 among the Borrowers referred to therein (including the undersigned), the Guarantor,
the Lender and the other lenders parties thereto, the Initial Issuing Banks, Citigroup Global Markets Inc., J.P. Morgan Securities
LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as lead arrangers and book managers, JPMorgan Chase Bank, N.A.
and Bank of America, N.A., as syndication agents, HSBC Bank USA, National Association, Wells Fargo Bank, National Association and
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, as documentation agents, and Citibank, N.A. as Agent for the Lender and
the other lenders parties thereto (as amended or modified from time to time, the “Credit Agreement”; the terms defined
therein being used herein as therein defined) outstanding on the Termination Date.


The Borrower promises
to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid
in full, at such interest rates, and at such times, as are specified in the Credit Agreement.


Both principal and
interest in respect of each Advance (i) in Dollars are payable in lawful money of the United States of America to the Agent at
its account maintained at 388 Greenwich Street, New York, New York 10013, in same day funds and (ii) in any Committed Currency
are payable in such currency at the applicable Payment Office in same day funds. Each Advance owing to the Lender by the Borrower
pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior
to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note.


This Promissory Note
shall be governed by, and construed in accordance with, the laws of the State of New York.


This Promissory Note
is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other
things, (i) provides for the making of Advances by the Lender to the Borrower from time to time in an aggregate amount not
to exceed at any time outstanding, subject to Section 2.10(b) of the Credit Agreement, 103% of the Dollar amount first above mentioned,
the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note, (ii) contains provisions
for determining the Dollar Equivalent of Advances denominated in Committed Currencies and (iii) contains provisions for acceleration
of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior
to the maturity hereof upon the terms and conditions therein specified.



    	Exhibit A-1
Omnicom: Five Year Credit Agreement



    	 



    

 


[OMNICOM CAPITAL INC.]


[OMNICOM FINANCE
PLC]


By_______________________


Title:



    	Exhibit A-2
Omnicom: Five Year Credit Agreement



    	 



    

ADVANCES AND PAYMENTS
OF PRINCIPAL


	
         

        Date
	
         

        Amount of

        Advance
	
        Amount of

        Principal Paid

        or Prepaid
	
         

        Unpaid Principal

        Balance
	
         

        Notation

        Made By

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



    	Exhibit A-3
Omnicom: Five Year Credit Agreement



    	 



    

EXHIBIT B - FORM OF NOTICE OF


BORROWING


Citibank, N.A., as Agent


for the Lenders parties


to the Credit Agreement


referred to below


1615 Brett Road, Building
#3


New Castle, Delaware 19720


[Date]


Attention: Bank Loan
Syndications Department


Ladies and Gentlemen:


The undersigned, [Omnicom
Capital Inc.][Omnicom Finance plc], (the “Borrower”), refers to the Amended and Restated Five Year Credit Agreement,
dated as of October 12, 2011 (as amended or modified from time to time, the “Credit Agreement”, the terms defined
therein being used herein as therein defined), among the Borrowers referred to therein (including the undersigned), the Guarantor,
the Lenders parties thereto, the Initial Issuing Banks, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as lead arrangers and book managers, JPMorgan Chase Bank, N.A. and Bank of America, N.A.,
as syndication agents, HSBC Bank USA, National Association, Wells Fargo Bank, National Association and Banco Bilbao Vizcaya Argentaria,
S.A. New York Branch, as documentation agents, and Citibank, N.A., as Agent for said Lenders, and hereby gives you notice, irrevocably,
pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement,
and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”)
as required by Section 2.02(a) of the Credit Agreement:


(i) The
Business Day of the Proposed Borrowing is _______________, 20__.


(ii) The
Type of Advances comprising the Proposed Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances].


(iii) The
aggregate amount of the Proposed Borrowing is [$_______________][for a Borrowing in a Committed Currency, list currency and amount
of Borrowing].


[(iv) The
initial Interest Period for each Eurocurrency Rate Advance made as part of the Proposed Borrowing is _____ month[s]. [If nine or
twelve months is selected, specify alternate Interest Period of one, two, three or six months.]


The undersigned hereby
certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:


(A) the
representations and warranties contained in Section 4.01 of the Credit Agreement (except the representations set forth in
the last sentence of subsection (e) thereof and in subsection (f)(i) thereof)) are correct, before and after giving
effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and



    	Exhibit B-1
Omnicom: Five Year Credit Agreement



    	 



    

(B) no
event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom,
that constitutes a Default.


Very truly yours,


[OMNICOM CAPITAL INC.]


[OMNICOM FINANCE
PLC]


By_______________________


Title:


 



    
	Exhibit B-2

Omnicom: Five Year Credit Agreement



    	 



    

CUSIP
Number:___________________

EXHIBIT C - FORM OF


ASSIGNMENT AND ASSUMPTION


Assignment
and Assumption


 


This Assignment and Assumption
(the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by
and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the
rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended,
the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a
part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard
Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of
[the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender or Issuing Bank][their
respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto
to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations
of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any
letters of credit, guarantees, and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the
respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or
in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).
Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by [the][any] Assignor.


 

	1.	Assignor[s]:	 
	 	 	 
	 	[Assignor [is] [is not] a Defaulting Lender]
	2.	Assignee[s]:	 




 


 



1
For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is from a single Assignor,
choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.


2 For bracketed language
here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed
language. If the assignment is to multiple Assignees, choose the second bracketed language.


3
Select as appropriate.


4
Include bracketed language if there are either multiple Assignors or multiple Assignees.


 






    	Exhibit C-1
Omnicom: Five Year Credit Agreement



    	 



    
	 	 	 	 
	 	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]
	3.	Borrower(s):	 	 
	4.	Administrative Agent:	Citibank, N.A., as the administrative agent under the Credit Agreement
	5.	Credit Agreement:	The
Amended and Restated Five Year Credit Agreement dated as of October 12, 2011 among Omnicom Capital Inc. (“OCI”),
and Omnicom Finance plc (“OFP”, and, collectively with OCI, the “Borrowers”), Omnicom Group
Inc., as Guarantor, the Lenders parties thereto, Citibank, N.A, as Agent, and the other agents parties thereto]
	6.	Assigned Interest[s]:	 	 







 





	Assignor[s]5	Assignee[s]6	Facility Assigned7	Aggregate Amount
    of Commitment/ Advances for all Lenders8	Amount of Commitment/Advances Assigned8	Percentage Assigned
    of Commitment/

    Advances9	CUSIP Number
	 	 	 	$	$	%	 
	 	 	 	$	$	%	 
	 	 	 	$	$	%	 








	[7.	Trade Date:	 ______________]10



 




[Page break]

 


5
List each Assignor, as appropriate.


6
List each Assignee, as appropriate.


7
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this
Assignment (e.g., “Revolving Credit Commitment,” “Letter of Credit Commitment,” etc.)


8
Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the
Effective Date.


9
Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances of all Lenders thereunder.


10
To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the
Trade Date.



    	Exhibit C-2
Omnicom: Five Year Credit Agreement



    	 



    

 


 




Effective Date: _____________ ___, 20___ [TO
BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]




The terms set forth in this Assignment and Assumption are hereby
agreed to:




ASSIGNOR[S]11


[NAME OF ASSIGNOR]


 


 


By:______________________________


Title:


 


[NAME OF ASSIGNOR]


 


 


By:______________________________


Title:


 


ASSIGNEE[S]12


[NAME OF ASSIGNEE]


 


 


By:______________________________


Title:


 


 


[NAME OF ASSIGNEE]


 


 


By:______________________________


Title:


 


[Consented to and]13 Accepted:




[NAME OF ADMINISTRATIVE AGENT], as


Administrative Agent






By: _________________________________


Title:




[Consented to:]14


 


11
Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).


12
Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).


13
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


14
To be added only if the consent of the Guarantor and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit
Agreement. 







    	Exhibit C-3
Omnicom: Five Year Credit Agreement



    	 



    
[NAME OF RELEVANT PARTY]






By: ________________________________


Title:



    	Exhibit C-4
Omnicom: Five Year Credit Agreement



    	 



    

ANNEX 1





STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION




 1. Representations and Warranties.




 1.1 Assignor[s]. [The][Each]
Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii)
[the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties
or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any collateral thereunder, (iii) the financial condition of any Loan
Party, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement, or (iv) the performance
or observance by the Guarantor, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under the Credit Agreement.




 1.2. Assignee[s]. [The][Each]
Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 9.07(b)(iii), (v) and (vi) of the Credit Agreement
(subject to such consents, if any, as may be required under Section 9.07(b)(iii) of the Credit Agreement), (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the
relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions
to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making
its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the
Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements
delivered pursuant to Section 5.01(i) thereof, as applicable, and such other documents and information as it deems appropriate
to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned
Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption
and to purchase [the][such] Assigned Interest, and (vii) if it is organized under the laws of a jurisdiction outside of the United
States, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of
the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required
to be performed by it as a Lender.



 2. Payments. From and after the
Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments
of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on
or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative
Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. Notwithstanding
the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from
and after the Effective Date to [the][the relevant] Assignee.


 


 



    	Exhibit C-5
Omnicom: Five Year Credit Agreement



    	 



    
3. General Provisions. This Assignment
and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption by telecopy
shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption.
This Assignment and Assumption shall be governed by, and construed in accordance with, the laws of the State of New York.



    	Exhibit C-6
Omnicom: Five Year Credit Agreement



    	 



    

EXHIBIT D-1 - FORM OF


OPINION OF NEW YORK COUNSEL


FOR THE LOAN PARTIES


October 12, 2011


To each of the Lenders parties


to the Amended and Restated
Five


Year Credit Agreement referred
to below


 


Omnicom Group Inc., Omnicom Capital
Inc. and Omnicom Finance plc


Ladies and Gentlemen:


This opinion is furnished
to you pursuant to Section 3.01(h)(iv) of the Amended and Restated Five Year Credit Agreement, dated as of October 12, 2011
(the “Credit Agreement”), by and among Omnicom Capital Inc. (“OCI”) and Omnicom Finance plc
(“OFP”, and, together with OCI, the “Borrowers”), Omnicom Group Inc. (the “Guarantor”),
the banks, financial institutions and other institutional lenders and initial issuing banks listed on the signature pages thereof,
Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint
lead arrangers and book managers, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents, HSBC Bank USA, National
Association, Wells Fargo Bank, National Association and Banco Bilbao Vizcaya Argentaria S.A., New York Branch, as documentation
agents, and Citibank, N.A., as administrative agent (the “Agent”) for the Lenders. Capitalized terms used herein
without definition are used as defined in the Credit Agreement.


We have acted as New
York counsel for the Loan Parties in connection with the preparation, execution and delivery of the Credit Agreement.


In connection with
this opinion, we have examined originals or copies (including conformed copies) of the following documents:


(1) The Credit
Agreement.


(2) The documents
furnished by the Loan Parties pursuant to Article III of the Credit Agreement (together with the Credit Agreement, the “Credit
Documents”).


(3) The Certificate
of Incorporation and all amendments thereto (the “Charter”) of each of OCI and the Guarantor (collectively, the “US
Loan Parties”), as certified as of a recent date by a public official of the state of its incorporation.


(4) The by-laws
and all amendments thereto (the “By-laws”) of each US Loan Party, as certified to us by each US Loan Party.


(5) A certificate
of the Secretary of State of Connecticut, dated __________, 2011, attesting to the continued corporate existence of OCI in that
State as of the date thereof.


(6) A certificate
of the Secretary of State of New York, dated __________, 2011 attesting to the continued corporate existence of the Guarantor
in that State as of the date thereof.



    	Exhibit D-1-1
Omnicom: Five Year Credit Agreement



    	 



    

In addition, we have
examined originals or copies, certified or otherwise identified to our satisfaction, of such records, instruments and other documents,
and have made such other investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.


For the purposes hereof,
we have assumed, with your permission and without independent verification of any kind: (a) that the signatures of persons signing
all documents in connection with which this opinion is rendered are genuine; (b) the legal capacity of all natural persons; (c)
that all documents submitted to us as originals or duplicate originals are authentic; and (d) that all documents submitted to us
as copies, whether certified or not, conform to authentic original documents. As to questions of fact relevant to this opinion,
we have assumed, without independent investigation or verification of any kind, the accuracy of the representations and warranties
of the Loan Parties in the Credit Agreement and have relied upon certificates and oral or written statements and other information
of public officials, and officers and representatives of the Loan Parties. For purposes of the opinion set forth in the paragraph
numbered 1 below, we have relied solely upon copies of good standing certificates as certified by public officials as of the dates
and in the jurisdictions listed on Annex I hereto.


In rendering the opinions
expressed below, we have assumed, with your permission and without any independent investigation or verification of any kind, that:
(i) OFP has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation
and is duly qualified in each other jurisdiction in which the conduct of its business or the ownership of its property makes such
qualification necessary; (ii) OFP has full power and authority to execute, deliver and perform the Credit Documents to which it
is a party; (iii) the execution, delivery and performance of the Credit Documents by OFP have been duly authorized by all requisite
corporate action on the part of OFP; (iv) the Credit Documents have been duly executed and delivered by OFP; and (v) the execution,
delivery and performance of the Credit Documents by OFP do not and will not violate the Charter, By-laws or other organizational
documents of OFP. We have further assumed, with your permission and without any independent investigation or verification of any
kind, that the Credit Agreement constitutes the valid and legally binding obligation of each Person party thereto (other than the
US Loan Parties and OFP), enforceable against such Person in accordance with its terms. Furthermore, in giving the opinions set
forth in paragraphs numbered 4, 5 and 6 below, we express no opinion as to state securities or blue sky laws.


Based upon the foregoing,
and subject to the limitations set forth herein, we are of the opinion that:


1. Each US Loan
Party (i) is a validly existing corporation under the laws of the jurisdiction of its incorporation listed on Annex I hereto and
(ii) has the corporate power and authority to own its property and assets and to transact the business in which it is engaged.


2. Each US Loan
Party has the corporate power to execute, deliver and perform the terms and provisions of the Credit Agreement and the Notes to
be delivered by it and has taken all necessary corporate action to authorize the execution, delivery and performance of the Credit
Agreement and the Notes to be delivered by it. Each US Loan Party has duly executed and delivered the Credit Agreement and the
Notes delivered by it on the date hereof.


3. The Credit Agreement
constitutes the legal, valid and binding obligation of each Loan Party enforceable against such Loan Party in accordance with its
terms. Each Note to be delivered by a Loan Party, assuming due execution and delivery thereof by such Loan Party, will constitute
the legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms.


4. Neither the
execution and delivery, nor the performance, by any US Loan Party of the Credit Agreement or the Notes to be delivered by it, nor
compliance by such US Loan Party with the terms and provisions thereof, (i) will contravene any provision of any law, statute,
rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) of the
United States of America or the State of New York applicable to such US Loan Party or (ii) will violate any provision of the Charter
or By-laws of such US Loan Party.






    	Exhibit D-1-2
Omnicom: Five Year Credit Agreement



    	 



    
5. Neither the
execution and delivery, nor the performance, by OFP of the Credit Agreement or the Notes to be delivered by it, nor compliance
by it with the terms and provisions thereof, will contravene any provision of any law, statute, rule or regulation (including,
without limitation, Regulation X of the Board of Governors of the Federal Reserve System) of the United States of America or the
State of New York applicable to OFP.


6. No order, consent,
approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made
on or prior to the date hereof), or exemption by, any governmental or public body or authority of the United States of America,
or the State of New York, applicable to any Loan Party is required to authorize, or is required in connection with, (i) the execution,
delivery and performance by any Loan Party of the Credit Agreement and the Notes to be delivered by it or (ii) the enforceability
of the Credit Agreement and the Notes to be delivered by it in accordance with their terms against such Loan Party.


7. The choice of
New York law as the governing law of the Credit Agreement and the Notes is, under the laws of the State of New York, a valid choice
of law.


8. The consent
by each Loan Party in Section 9.12 of the Credit Agreement to the jurisdiction of courts sitting in the State of New York is a
valid consent to the jurisdiction of such courts.


Our opinions are subject
to the qualifications that:


A. The enforceability
of the Credit Agreement and the Notes is subject to and may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium, or other similar laws relating to or affecting the rights of creditors generally (including such as may deny giving
effect to waivers of debtors’ or guarantors’ rights), and the application of general principles of equity (regardless
of whether considered in a proceeding in equity or at law), including, without limitation, (i) the possible unavailability of specific
performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality, reasonableness, good faith and fair
dealing. Accordingly, no opinion is given herein as to (A) the availability of the right to accelerate any obligation and certain
remedies provided for in the Credit Agreement in the event of a nonmaterial default, or (B) the enforceability of any provision
of the Credit Agreement relating to cumulation of remedies or waiving the remedy of specific performance, or the waiver of debtors’
rights.


B. We express no
opinion as to the enforceability of any contractual provision in the Credit Agreement as to waiver of any procedural right, including,
without limitation, (i) the first sentence of Section 9.12(a) of the Credit Agreement insofar as such sentence relates to the subject
matter jurisdiction of a federal court of the United States of America sitting in New York City to adjudicate any controversy related
to any of the Credit Documents, and (ii) the waiver of inconvenient forum set forth in Section 9.12(b) of the Credit Agreement
with respect to proceedings in a federal court of the United States of America sitting in New York City.


C. We express no
opinion as to the enforceability of any contractual provision in the Credit Documents relating to indemnification, including, without
limitation, with respect to the enforceability of Section 9.04 of the Credit Agreement, to the extent that these may be limited
(i) in the case of litigation against any Loan Party which is decided adversely to the person claiming indemnification or in a
case involving a claim of indemnification for attorneys’ fees, (ii) by laws rendering unenforceable indemnification contrary
to federal or state securities laws and the public policy underlying such laws, or (iii) by laws limiting the enforceability of
provisions exculpating or exempting a party, or requiring indemnification of a party, for liability for its own action or inaction,
to the extent the action or inaction involves gross negligence, recklessness, willful misconduct or unlawful conduct.


D. Furthermore,
no opinion is given herein as to:






    	Exhibit D-1-3
Omnicom: Five Year Credit Agreement



    	 



    
(i) Section 7.02
of the Credit Agreement, to the extent that it relates to action contemplated by Section 7.02(b) of the Credit Agreement taken
without the Guarantor’s consent, which may not be enforceable to the extent that the Guaranteed Obligations are materially
altered; or


(ii) the enforceability
of the provisions of Section 9.11 of the Credit Agreement (A) to the extent that a judgment not in (1) Dollars is obtained in respect
of the Credit Agreement in a jurisdiction other than the United States of America or (2) Committed Currencies is obtained in respect
of the Credit Agreement in a jurisdiction other than a member-state of the European Union and the respective Loan Party pays such
judgment or (B) insofar as those provisions contemplate an alternative or additional cause of action for a claim that may have
merged with claims covered by an earlier judgment; or


(iii) Section 7.02(h)
of the Credit Agreement, to the extent it relates to any waiver of an applicable statute of limitations; or


(iv) the enforceability
of the right of setoff provided for in Section 9.05 of the Credit Agreement (A) in respect of an interest under the Credit Agreement
purchased by a Lender pursuant to Section 2.15 or 9.07 of the Credit Agreement, to the extent the relevant purchase does not give
rise to a direct obligation of any Borrower to such Lender, or (B) insofar as that right relates to setoff of unmatured obligations
under the Credit Agreement or of obligations owed to any Loan Party by an Affiliate of a Lender or by an Affiliate of the Agent;
or


(v) the enforceability
of Section 2.06 or 9.14 of the Credit Agreement to the extent that it constitutes a general disclaimer of the obligations or liabilities
of an Issuing Bank.


We are members of
the Bar of the State of New York and express no opinion as to the laws of any jurisdiction other than those of the laws of the
State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. Our
opinions set forth in paragraph numbers 1, 2 and 4(ii) above, as they apply to OCI, are based on our review of the Connecticut
Business Corporation Act as reported by 33 Conn. Gen. Stat. Ann. § 33-600 et seq. to be in effect on the date of this opinion
letter.



    	Exhibit D-1-4
Omnicom: Five Year Credit Agreement



    	 



    

This opinion is rendered
solely to you by us as New York counsel for the Loan Parties in connection with the transactions contemplated by the Credit Agreement
and the Notes. Each Lender (and its successors and permitted assigns) may rely upon this opinion in connection with those transactions.
This opinion may not be relied upon in any other manner or for any other purpose, or furnished or relied upon by any other person,
without our prior written consent. The information set forth herein is as of the date of this letter, and we disclaim any undertaking
to advise you of changes which thereafter may be brought to our attention.


Very truly yours,


 



    	Exhibit D-1-5
Omnicom: Five Year Credit Agreement



    	 



    

 


ANNEX I




	
        Name and Jurisdiction

        of Incorporation
	 	
        Type and Date of

        Certificate in Jurisdiction

        of Incorporation

	 	 	 
	Omnicom Capital Inc. (Connecticut)	 	Legal Existence – __________, 2011
	Omnicom Group Inc. (New York)	 	Subsisting – __________, 2011


 



    	Exhibit D-1-6
Omnicom: Five Year Credit Agreement



    	 



    

 


EXHIBIT D-2 - FORM OF


OPINION OF ENGLISH


COUNSEL FOR OFP




	
        To each of the Lenders parties to the Credit
        Agreement referred to below and to Citibank, N.A. as Agent

         

         
	
         

         

         

         

	
        Our Ref         FJA/539576

         

         







      October 2011








Dear Sirs




Omnicom Finance plc




	1 		Introduction 





We
have acted as special English lawyers for Omnicom Finance plc, a public limited company organized
and existing under the laws of England and Wales (“OFP”), in connection with its
authorisation of the execution and delivery of the following documents (together, the “Credit Documents”): 




	1.1 		the Amended and Restated Five Year Credit Agreement
dated as of October 12, 2011 made among Omnicom Capital Inc. and OFP (collectively, the “Borrowers”), Omnicom
Group Inc. as Guarantor, the Initial Lenders named therein, the Initial Issuing Banks as named therein, Citigroup Global Markets
Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as lead arrangers and book managers,
JPMorgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents, HSBC Bank USA, National Association, Wells Fargo Bank,
National Association and Banco Bilbao Vizcaya Argentaria S.A., New York Branch, as documentation agents, and Citibank, N.A. as
Administrative Agent for the Lenders (the “Credit Agreement”); and 






	1.2 		the Notes of OFP, if any, to be delivered pursuant to
Section 2.16(a) of the Credit Agreement. 






We
have been asked by OFP to give you this opinion for the purposes of Section 3.01(h)(iv) of
the Credit Agreement and we have taken instructions in this regard solely from OFP. You should be aware that our sole involvement
with this transaction has been in giving this opinion and we have not been involved in the negotiation of the Credit
Documents or in any other aspect of the transaction. 



Terms
defined in the Credit Agreement have the same meanings when used in this opinion. 


 






    	Exhibit D-2-1
Omnicom: Five Year Credit Agreement



    	 



    
	2 		English law opinion 





This
opinion is limited to English law as applied by the English courts as at the date of this letter and is given on the basis that
it will be governed by and construed in accordance with English law. We have made no investigation of the laws of any jurisdiction
other than those of England and we do not express or imply any opinion as to the laws of any jurisdiction other than those of
England. The opinions given in this letter are strictly limited to the matters stated in paragraph 6 (Opinion) and do not extend
to any other matters or any matters of fact. 



	3 		Documents examined 





For
the purpose of this opinion we have examined the following documents: 




	3.1 		a copy of the Credit
Agreement (including the Exhibits thereto) bearing a signature on behalf of OFP which is stated therein to be that of one of the
persons identified in the certificate referred to at paragraph 3.2 below as a Director of OFP; 





	3.2 		a copy of the certificate given by OFP pursuant to Section
3.01 (h) (ii) and (iii) of the Credit Agreement and having attached thereto, inter alia: 





	3.2.1 		copies of the certificate of incorporation and Memorandum
and Articles of Association of OFP, each certified as true, complete and up-to-date as at the date hereof by a Director of OFP;
and 





	3.2.2 		certified extracts from the minutes of a meeting of
the Board of Directors of OFP held on [__________], the resolutions set out in such extracts having been certified as true, complete
and still in force as at the date hereof by a Director of OFP; and 





	3.3 		a further certificate addressed to us from a director
of OFP, a copy of which is attached hereto (the “Certificate”). 




	4 		Enquiries made 




For
the purpose of giving this opinion, we have: 




	4.1 		made an oral enquiry by telephone of the Central Registry
of Winding Up Petitions in respect of OFP on [__________]; and 





	4.2 		arranged for a review of the copy documents relating
to OFP available from the Companies House website on [__________]. 




Except
for the documents listed in paragraph 3 above and the matters referred to in this paragraph 4, we have not examined any contracts
or other documents entered into by or affecting any party to the Credit Documents
nor any corporate records of OFP and we have not made any other enquiries or searches concerning OFP. 



	5 		Assumptions 




In
examining the documents referred to in paragraph 3 above, in making the enquiries referred to in paragraph 4 above and in giving
this opinion we have assumed without further enquiry: 



	5.1 		the genuineness of all signatures and seals on documents,
the conformity to the originals of all documents supplied to us as copies and the authenticity of the originals of such documents; 



 






    	Exhibit D-2-2
Omnicom: Five Year Credit Agreement



    	 



    
	5.2 		any Notes which are executed by OFP will be in the form
set out in Exhibit A to the Credit Agreement; 




	5.3 		that the information disclosed by our oral enquiry at
the Central Registry of Winding-up Petitions was then accurate and that such enquiry did not fail to disclose any matters which
it should have disclosed and which are relevant for the purposes of this opinion and since the time of such enquiry there has
been no alteration in the status or condition of OFP as represented by the Clerk at the Registry; 






	5.4 		that the file of records available for public inspection
from the website of Companies House concerning OFP was complete, accurate and up-to-date at the time of the review referred to
in paragraph 4.2 above and that there has been no alteration in the status or condition of OFP as represented thereby; 






	5.5 		that OFP has not passed a voluntary winding-up resolution
and that no petition has been presented to or order made by a court for the winding-up or dissolution of OFP or the appointment
of an administrator of OFP and that no receiver, administrative receiver, or administrator has been appointed in respect of OFP
or any of its assets which in any such case has not been revealed by the enquiries referred to in paragraph 4 above; 





	5.6 		that OFP (i) is not unable to pay its debts within the
meaning of section 123 of the Insolvency Act 1986 at the time of its entry into the Credit Documents, and/or (ii) will not as
a consequence thereof be unable to pay its debts within the meaning of that section; 





	5.7 		(in relation to paragraph 6.7 only, if relevant) that
each of the parties to the Credit Documents (other than OFP) is in existence and has
full corporate capacity, right, power and authority to enter into and to exercise its rights and perform its obligations under
the Credit Documents; 






	5.8 		(in relation to paragraph 6.7 only, if relevant) that
under the laws of the State of New York, USA, each of the Credit Documents constitutes
valid, legally binding and enforceable obligations of the parties thereto, including OFP; 





	5.9 		that none of the parties to the Credit Documents (i)
is subject to a court injunction or order which affects its performance of its obligations under the Credit Documents, or (ii)
has entered into any of the Credit Documents under duress, undue influence or as a mistake in connection with money laundering
or any other unlawful activity; 





	5.10 		each of the parties to the Credit Documents (other than
OFP) is dealing with OFP in good faith and has no knowledge of any irregularity in the corporate procedure followed by OFP or
its directors (including, without limitation, any exceeding of the powers of, or any limitation imposed on, OFP or its directors
or any breach by such directors of their fiduciary duties); 





	5.11 		each of the Credit Documents has been entered into for
the bona fide commercial reasons of OFP and on arm’s length terms by each of the parties thereto; and the directors of OFP
have acted in good faith in the interests of OFP in respect of the Credit Documents; 






	5.12 		that any copies certified and all documents dated earlier
than the date of this letter on which we have expressed reliance remain accurate, complete and in full force and effect at the
date of this letter; 






	5.13 		that there are no provisions of the laws of any applicable
jurisdiction outside England which would be contravened by the execution and delivery of the Credit
Documents and that, insofar as any obligation under the Credit Documents is
to be performed in any jurisdiction outside England, 




    	Exhibit D-2-3
Omnicom: Five Year Credit Agreement



    	 



    
its
performance will not be illegal or contrary to public policy by virtue of the laws of that jurisdiction; 



	5.14 		the accuracy of the statements contained in the Certificate;
 




	5.15 		(as regards our opinions in paragraphs 6.5 and 6.6 below)
that all Advances made to OFP pursuant to the Credit Agreement will be made by persons who are (i) authorised persons (within
the meaning of the Financial Services and Markets Act 2000) who have permission to accept deposits or to effect or carry out contracts
of insurance, or (ii) acting in the course of carrying on a business consisting wholly or to a significant extent of lending money,
or (iii) otherwise described in paragraph 6(1) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001;
and 




	5.16 		as regards execution of any Notes, our opinion in paragraph
6.4 below assumes that there will not have been, after the date of the Certificate and prior to the time of such execution, any
revocation of the resolutions set out in the Minutes referred to in paragraph 3.2.2 above or any amendment to such resolutions
or to the Memorandum or Articles of Association of OFP which in either case is material to that opinion. 




	6 		Opinion 




Based
upon and subject to the foregoing, and subject to the qualifications and reservations mentioned below and to any matters not disclosed
to us, we are of the following opinion. 




	6.1 		OFP (i) is duly incorporated and validly existing as
a public limited company under the laws of England and Wales; (ii) has the power and authority to own its property and assets
and to transact the business in which it is engaged (as such property, assets and business are described in the Certificate);
and (iii) is not required to be qualified as a “foreign corporation” in order to do business within England and Wales. 





	6.2 		The enquiry and review referred to in paragraph 4 above
did not reveal any appointment of, or resolution or petition to appoint, a liquidator, administrator or administrative receiver
of OFP, or that OFP is delinquent in filing its statutory annual directors’ report and accounts, or any notification by
the Registrar of Companies of intention to strike OFP’s name off the Register of Companies. 





	6.3 		OFP has the corporate power to execute, deliver and
perform the terms and provisions of each of the Credit Documents to which it is expressed to be a party and to borrow under the
Credit Agreement and has taken all necessary corporate action to authorise the execution, delivery and performance by it of each
of such Credit Documents and borrowing by it under the Credit Agreement. 





	6.4 		OFP has validly executed the Credit Agreement. When
the Notes are signed by one of the Directors of OFP, such Notes will have been validly executed by OFP. 




	6.5 		The execution, delivery and performance by OFP of the
Credit Documents to which it is expressed to be a party, the compliance by it with the terms and provisions thereof and the borrowing
by it under the Credit Agreement will not (i) contravene any provision of any law, statute, rule or regulation of England and
Wales or (ii) violate any provision of the memorandum and articles of association of OFP as currently in force. 






	6.6 		Under English law, no order, consent, approval, licence,
authorisation or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or
authority of or in England and Wales (except such as have been obtained or made prior to the date hereof) is required to authorise,
or is required in connection with, (i) the execution, delivery and 




    	Exhibit D-2-4
Omnicom: Five Year Credit Agreement



    	 



    
performance
by OFP of any Credit Document to which OFP is expressed to be a party, (ii) the borrowing by OFP under the Credit Agreement or
(iii) the enforceability of any such Credit Document against OFP. 





	6.7 		The English courts would recognize and give effect to
the choice of the laws of the State of New York, USA, as the governing law of the Credit
Documents. 






	6.8 		The submission to the jurisdiction of the courts of
the State of New York, USA, by OFP in the Credit Documents is within the corporate
powers of OFP and does not contravene any law of England. 






	6.9 		A judgment rendered by a court in the United States
has no direct operation in England but may be enforceable by a claim or counterclaim or be recognised by the English courts as
a defence to a claim or as conclusive of an issue in an action. For a judgment rendered by a court in the United States to be
enforced by the English courts it would be necessary to prove to the satisfaction of the English court that:- 






	(i)   		the United States court had jurisdiction; and       






	(ii)  		the judgment is final and conclusive on the merits; and  






	(iii) 		the judgment is for a debt or a fixed sum (not being a sum payable in respect of taxes
or other charges of a like nature or in respect of a fine or other penalty).  





For
a defendant to such a claim to have a good defence to a claim or counterclaim to enforce such a judgment, it would be necessary
for him to prove that:- 





	(1) 		the judgment was obtained by fraud; or 






	(2) 		the judgment is contrary to English public policy; or 






	(3) 		the judgment involves the enforcement of foreign public, penal or revenue laws; or 






	(4) 		enforcement would be contrary to section 5 of the Protection of Trading Interests
Act 1980 (which prohibits the enforcement of (a) judgments for multiple damages; (b) judgments based on a provision or rule of
law specified by the Secretary of State as being concerned with the prohibition or regulation of anti-competitive arrangements
or with the promotion of competition; and (c) a judgment on a claim for a contribution in respect of damages awarded under (a)
or (b)); or 






	(5) 		the judgment was obtained in a manner opposed to the rules of natural justice; or 






	(6) 		the judgment involves a matter previously determined by an English court; or 





	(7) 		Recognition of the judgment is denied under section 32 of the Civil Judgment and Jurisdiction
Act 1982. Under section 32 a judgment in a United States action shall not be recognised by the English Courts if: 






	(a) 		the United States action is brought in breach of a valid
agreement under which the dispute in question was to be settled otherwise than by proceedings in the United States; and 






	(b) 		the United States action was not brought by or with
the agreement of, the person against whom the judgment was given; and 









    	Exhibit D-2-5
Omnicom: Five Year Credit Agreement



    	 



    
	(c) 		that person did not counterclaim in the United States
action or otherwise submit to the jurisdiction of the United States court; 





Except
that section 32 does not apply where the agreement under which the dispute in question was to be settled is illegal, void, unenforceable
or incapable of being performed for reasons not attributable to the fault of the party bringing the action. 




The
question of whether enforcement of a judgment is contrary to English public policy (see (2) above) depends on the circumstances
of the transaction as a whole and the subsequent conduct of the litigation in the United States and English proceedings. Solely
on the basis of our examination of the documents referred to in paragraphs 3.1 to 3.3 (inclusive) above, we are not aware of any
reason why enforcement of a judgment to pay a sum of money due under the Credit Agreement would be contrary to English public
policy as at the date of this letter. 




	7 		Qualifications and reservations 




Our opinion is subject to the following qualifications
and reservations. 


	7.1 		The opinions in this letter are subject to all laws
relating to winding-up, administration, bankruptcy, insolvency, liquidation, reorganisation, moratorium or similar laws affecting
creditors’ rights generally. 




	7.2 		We express no opinion on the effectiveness or enforceability
of any of the provisions of the Credit Documents, since the Credit
Documents are governed by the laws of the State of New York. 






	7.3 		The obligations of OFP under the Credit
Documents will be subject to any laws from time to time in effect relating to insolvency, administration, bankruptcy, liquidation,
reorganisation, moratorium or similar laws affecting creditors’ rights generally and we express no opinion on such laws. 




	7.4 		The enquiry at the Central Registry of Winding-up Petitions
referred to in paragraph 4.1 above relates only to a compulsory winding-up and is not conclusively capable of revealing whether
or not a winding-up petition in respect of a compulsory winding-up has been presented since details of the petition may not have
been entered on the records of the Central Registry of Winding-up Petitions immediately or, in the case of a petition presented
to a County Court, may not have been notified to the Central Registry and entered on such records at all, and the response to
an enquiry only relates to the period of six months prior to the date when the enquiry was made. 




	7.5 		The search of the Companies House website referred to
in paragraph 4.2 above is not conclusively capable of revealing whether or not certain events have occurred, including the commencement
of winding up or the making of an administration order or the appointment of a receiver, administrative receiver, administrator
or liquidator, as notice of these matters may not be filed with Companies House immediately and, when filed, may not be available
from such website immediately. 





	7.6 		The choice of a particular law to govern an agreement
or document would not be recognised or upheld by the English Courts if the choice of law was not bona fide and legal or
if there were reasons for avoiding the choice of law on the grounds of public policy. The choice of a particular law would not
be upheld, for example, if it was made with the intention of evading the law of the jurisdiction with which the contract had its
most substantial connection and which, in the absence of the chosen law, would have invalidated the contract or been inconsistent
with it. We have not made any investigation into the bona fides of the parties to the Credit Documents; however we are
not aware of any reason for an English Court to find that the choice of New York law to govern the Credit Documents is not bona
fide or not legal, nor are we aware of any English public policy 




    	Exhibit D-2-6
Omnicom: Five Year Credit Agreement



    	 



    
that would be violated by the enforcement of the Credit Documents in accordance with their respective
terms.




	7.7 		We have not considered the particular circumstances
of any party to the Credit Documents (save OFP to the extent expressly stated herein)
or the effect of such particular circumstances on the Credit Documents or the transactions
contemplated thereby. 





	7.8 		English courts can, in their discretion, give judgments
in a currency other than sterling if they consider that it is the currency which most fairly expresses the plaintiff’s loss
but the judgment may require to be converted into sterling for enforcement purposes. 





	7.9 		If OFP is required to deposit cash collateral into the
L/C Cash Deposit Account in accordance with Section 6.02 of the Credit Agreement, then it may be necessary or advisable to arrange
for a registration to be made at Companies House to note the security interest in such funds. 





	7.10 		Any undertaking or indemnity to assume liability for
non-payment or insufficiency of United Kingdom stamp duty on any instrument is void under section 117 of the Stamp Act 1891. 





	7.11 		An English court will not necessarily grant any remedy
the availability of which is subject to equitable considerations or which is otherwise in the discretion of the court; in particular,
orders for specific performance and injunctions are, in general, discretionary remedies under English law and neither remedy is
ordinarily available where damages are considered by the court to be an adequate alternative remedy. 





	7.12 		An English court has power to stay an action where it
is shown that there is some other forum, having competent jurisdiction, which is more appropriate for the trial of the action,
in other words in which the case can be tried more suitably for the interests of all the parties and the ends of justice, or where
staying the action is not inconsistent with the EU Council Regulation no 44/2001 on Jurisdiction and the Enforcement of Judgments
in Civil and Commercial Matters as applied by virtue of the Civil Jurisdiction and Judgments Order 2001. 




    	Exhibit D-2-7
Omnicom: Five Year Credit Agreement



    	 



    

	7.13 		  



	8 		Reliance 



 


This opinion may be relied on solely
by the addressees and may not be regarded as addressed to or capable of being relied on by any other person (save the addressees’
successors and assigns) without our prior written consent. It is strictly limited to the matters stated herein and does not extend
to, and is not to be read as extending by implication to, any other matter in connection with the Credit
Documents.




Yours faithfully


 


 


 


 


 


Macfarlanes LLP


    	Exhibit D-2-8
Omnicom: Five Year Credit Agreement