EXHIBIT 10.1


EXECUTION COPY


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


AMENDED AND RESTATED FIVE YEAR CREDIT
AGREEMENT


Dated as of July 31, 2014,


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


HSBC SECURITIES (USA) INC.


and


WELLS FARGO SECURITIES, LLC


as
Lead Arrangers and Book Managers


JPMORGAN CHASE BANK, N.A.


HSBC SECURITIES (USA) INC.


and


WELLS FARGO BANK, NATIONAL
ASSOCIATION


as
Syndication Agents


BNP PARIBAS


and


U.S. BANK NATIONAL ASSOCIATION


as
Documentation Agents


and


CITIBANK, N.A.


as
Administrative Agent


 


 


 







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TABLE OF CONTENTS


	ARTICLE I	1
	SECTION 1.01.  Certain Defined Terms	1
	SECTION 1.02.  Computation of Time Periods	13
	SECTION 1.03.  Accounting Terms	13
	ARTICLE II	13
	SECTION 2.01.  The Advances and Letters of Credit	13
	SECTION 2.02.  Making the Advances	14
	SECTION 2.03.  Issuance of and Drawings and Reimbursement Under Letters of Credit	15
	SECTION 2.04.  Fees	16
	SECTION 2.05.  Optional Termination or Reduction of the Commitments	17
	SECTION 2.06.  Repayment of Advances and Letter of Credit Drawings	17
	SECTION 2.07.  Interest on Advances	18
	SECTION 2.08.  Interest Rate Determination	18
	SECTION 2.09.  Optional Conversion of Advances	20
	SECTION 2.10.  Prepayments of Advances	20
	SECTION 2.11.  Increased Costs	21
	SECTION 2.12.  Illegality	22
	SECTION 2.13.  Payments and Computations	22
	SECTION 2.14.  Taxes	23
	SECTION 2.15.  Sharing of Payments, Etc.	29
	SECTION 2.16.  Evidence of Debt	29
	SECTION 2.17.  Use of Proceeds	30
	SECTION 2.18.  Increase in the Aggregate Commitments	30




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	SECTION 2.19.  Defaulting Lenders	31
	SECTION 2.20.  Mitigation Obligations; Replacement of Lenders	33
	SECTION 2.21.  Extension of Termination Date	34
	ARTICLE III	35
	SECTION 3.01.  Conditions Precedent to Effectiveness of Section 2.01	35
	SECTION 3.02.  Conditions Precedent to Each Borrowing, Each Issuance, Each Commitment Increase and each Extension of Termination Date	36
	SECTION 3.03.  Determinations Under Section 3.01	36
	ARTICLE IV	37
	SECTION 4.01.  Representations and Warranties of the Guarantor	37
	ARTICLE V	38
	SECTION 5.01.  Affirmative Covenants	38
	SECTION 5.02.  Negative Covenants	40
	SECTION 5.03.  Financial Covenants	42
	ARTICLE VI	42
	SECTION 6.01.  Events of Default	42
	SECTION 6.02.  Actions in Respect of Letters of Credit upon Default	44
	ARTICLE VII	45
	SECTION 7.01.  Guaranty	45
	SECTION 7.02.  Guaranty Absolute	45
	SECTION 7.03.  Waivers and Acknowledgements	46
	SECTION 7.04.  Subrogation	46
	SECTION 7.05.  Subordination	47
	SECTION 7.06.  Continuing Guaranty; Assignments	47
	ARTICLE VIII	48
	SECTION 8.01.  Authorization and Authority	48




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	SECTION 8.02.  Rights as a Lender	48
	SECTION 8.03.  Duties of Agent; Exculpatory Provisions	48
	SECTION 8.04.  Reliance by Agent	49
	SECTION 8.05.  Delegation of Duties	49
	SECTION 8.06.  Resignation of Agent	49
	SECTION 8.07.  Non-Reliance on Agent and Other Lenders	50
	SECTION 8.08.  No Other Duties, Etc	51
	ARTICLE IX	51
	SECTION 9.01.  Amendments, Etc.	51
	SECTION 9.02.  Notices, Etc.	51
	SECTION 9.03.  No Waiver; Remedies	52
	SECTION 9.04.  Costs and Expenses	53
	SECTION 9.05.  Right of Set-off	54
	SECTION 9.06.  Binding Effect	54
	SECTION 9.07.  Assignments and Participations	54
	SECTION 9.08.  Confidentiality	57
	SECTION 9.09.  Governing Law	58
	SECTION 9.10.  Execution in Counterparts	58
	SECTION 9.11.  Judgment	58
	SECTION 9.12.  Jurisdiction, Etc.	58
	SECTION 9.13.  Substitution of Currency	59
	SECTION 9.14.  No Liability of the Issuing Banks	59
	SECTION 9.15.  Patriot Act	59
	SECTION 9.15A.  No Fiduciary Duty	59
	SECTION 9.16.  Waiver of Jury Trial	60


 




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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             
-            Tax Forms


 




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AMENDED AND RESTATED
FIVE YEAR CREDIT AGREEMENT


Dated as of July 31,
2014


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, HSBC SECURITIES (USA) INC. and WELLS
FARGO SECURITIES, LLC, as lead arrangers and book managers, JPMORGAN CHASE BANK, N.A., HSBC SECURITIES (USA) INC. and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as syndication agents, BNP PARIBAS and U.S. BANK NATIONAL ASSOCIATION, 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 Five Year
Credit Agreement dated as of October 12, 2011 (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 (with the effect that all obligations of the Borrower under
the Existing Credit Agreement shall become obligations of the Borrower hereunder, and the provisions of the Existing Credit Agreement
shall be superseded by the provisions hereof). Each of the parties hereto confirms that the amendment and restatement of the Existing
Credit Agreement pursuant to this Agreement shall not constitute a novation of the Existing Credit Agreement.


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):


“Additional
Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Guarantor or its Subsidiaries
from time to time concerning or relating to bribery or corruption, other than the Anti-Corruption Laws.


“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,




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Delaware 19720,
Account No. 36852248, Attention: Bank Loan Syndications, (b) in the case of Advances denominated in any Committed Currency,
the account of the 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).


“Anniversary
Date” has the meaning specified in Section 2.21(a).


“Anti-Corruption
Laws” means the U.S. Foreign Corrupt Practices Act, the UK Bribery Act of 2010 and the rules and regulations thereunder.


“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
	
         

        0.680%
	
         

        0.000%

	
        Level 2

        A or A2
	
         

        0.795%
	
         

        0.000%

	
        Level 3

        A- or A3
	
         

        0.900%
	
         

        0.000%

	
        Level 4

        BBB+ or Baa1
	
         

        1.000%
	
         

        0.000%

	
        Level 5

        BBB or Baa2
	
         

        1.100%
	
         

        0.100%

	
        Level 6

        Lower than Level 5
	
         

        1.300%
	
         

        0.300%



 


“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
	
         

        0.070%

	
        Level 2

        A or A2
	
         

        0.080%

	
        Level 3

        A- or A3
	
         

        0.100%

	
        Level 4

        BBB+ or Baa1
	
         

        0.125%

	
        Level 5

        BBB or Baa2
	
         

        0.150%





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        Level 6

        Lower than Level 5
	
         

        0.200%



 


“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).


“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 not less than zero and 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 ICE
Benchmark Administration 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 ICE Benchmark Administration 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.




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“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).


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


“Committed
Currencies” means Sterling 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.




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“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 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,




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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.


“EONIA”
means, in relation to a Business Day and any amount denominated in Euro, the applicable euro overnight index average administered
by the Banking Federation of the European Union (or any other person which takes over the administration of that rate) for the
relevant Business Day displayed on page EONIA= of the Reuters screen (or any replacement Reuters page which displays that rate)
as of 5:00 P.M. (London Time) on the Business Day preceding the date of determination for the offering of deposits in Euro for
the period from 1 (one) Business Day to the immediately following Business Day.


“Equivalent”,
at any date of determination thereof, in Dollars of any Committed Currency or in any Committed Currency of Dollars, means the spot
rate of exchange that appears at 11:00 A.M. (London time), on the display page applicable to the relevant currency on the OANDA
website on such date; provided that if there shall at any time no longer exist such a page on such website, the spot rate
of exchange shall be determined by reference to another similar rate publishing service selected by the Agent.


“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) 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, (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.




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“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 or branch of such Lender specified as its “Eurocurrency
Lending Office” in its Administrative Questionnaire delivered to the Agent, or such other office, branch or Affiliate 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 not less than zero and 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, (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 of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official
interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any published
intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code and
any fiscal or regulatory legislation adopted pursuant to such published intergovernmental agreements.


“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.




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“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.


“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 July 2014 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, 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 final 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 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 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




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(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.


“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 or
Section 2.21 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.




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“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.


“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.


“Non-Extending
Lender” has the meaning specified in Section 2.21(b).


“Note”
means a promissory note of a Borrower payable to a 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).


“Overnight
Rate” means (a) with respect to Advances or other amounts denominated in Dollars, the Federal Funds Rate, (b) with respect
to Advances or other amounts denominated in Committed Currencies other than Euro, 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% and the rate appearing on Reuters
LIBOR01 Page (or any successor page) as the London interbank offered rate for overnight deposits in the relevant currency at approximately
11:00 A.M. (London time) two Business Days prior to such date of determination and (c) with respect to Advances denominated in
Euro, EONIA.


“Patriot
Act” has the meaning specified in Section 9.15.


“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




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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 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).


“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




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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 or increased in accordance
with the terms hereof.


“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.


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the Office
of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the European Union or
Her Majesty’s Treasury of the United Kingdom.


“Sanctioned
Country” means, at any time, a country or territory which is the subject or target of any comprehensive territorial Sanctions
(on the date hereof Cuba, Iran, North Korea, Sudan and Syria).


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the
Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) any Person located,
organized or resident in a Sanctioned Country.


“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.


“Sterling”
means the lawful currency of the United Kingdom of Great Britain and Northern Ireland.


“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) July 31, 2019, subject to the extension thereof pursuant to Section 2.21 and (b) the date
of termination in whole of the Commitments pursuant to Section 2.05 or 6.01; provided, however, that the Termination
Date of any Lender that is a Non-Extending Lender to any requested extension pursuant to Section 2.21 shall be the Termination
Date in effect immediately prior to the applicable Anniversary Date for all purposes of this Agreement.


“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




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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 applicable to such Lender 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 (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 applicable to such Issuing Bank 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 having a Termination Date no earlier than the expiration date of such Letter of Credit
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 final 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 that 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,




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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) 11:00 A.M. (New York City
time) on the fourth 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, which shall give to each
Lender prompt notice thereof by telecopier or email. Each such notice of a Borrowing (a “Notice of Borrowing”)
shall be by telephone, confirmed immediately in writing, or telecopier or email 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,
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 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




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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 email, 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 final 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 reasonable 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 the 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 (except that the
participation of a Non-Extending Lender shall terminate on the Termination Date applicable to such Non-Extending Lender), 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.


(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




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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 applicable to such Lender 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 September 30, 2014, and on the Termination Date applicable to such Lender; 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.


(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 September 30,
2014, and on the




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Termination Date
applicable to such Lender; 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 each Lender
on the Termination Date applicable to such Lender the aggregate principal amount of the Advances then outstanding.


(b)The applicable
Borrower’s obligation to reimburse 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 absolute, 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 other amendment or waiver of or any consent to departure from all or any of the L/C Related
Documents;




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(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.


SECTION 2.08. Interest
Rate Determination. (a) 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).




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(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 Rate for a period of three Business Days and thereafter, each such Interest Period shall have a
duration of not longer than one month.


(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 ICE Benchmark Administration 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 for determining the Eurocurrency
Rate for any Eurocurrency Rate Advances,




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(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.


(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




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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) Indemnified Taxes or Other Taxes (as to which Section 2.14 shall govern), (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 and (iii)
any withholding Taxes imposed under FATCA), 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 or liquidity required or expected to be maintained by such Lender
or any corporation controlling such Lender and that the amount of such capital or liquidity 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 such increase in capital
or liquidity 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




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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 or an extension of the Termination Date pursuant
to Section 2.21, 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 or Anniversary Date, as the case may be, the Agent
shall make all payments hereunder and under any Notes issued in connection therewith in respect of 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




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Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    

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) Except as required by applicable law, 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 (all such 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




    	23
Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    

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) if such
Tax is an Indemnified Tax, the sum payable shall be increased as may be necessary so that after making all required deductions
for Indemnified Taxes (including deductions for Indemnified Taxes 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. For purposes of this Agreement, “Indemnified
Taxes” shall mean any Taxes other than (w) Taxes imposed on or measured by overall net income, overall gross income,
profits, gains or branch profits and franchise taxes imposed on it in lieu of net income taxes, in each case, imposed 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), imposed
as a result of a present or former connection between such Lender or the Agent (as the case may be) and the jurisdiction imposing
such Tax (other than connections arising from such Lender or the Agent (as the case may be) having executed, delivered, become
a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to this Agreement or the Notes or enforced any rights under this Agreement or the Notes, or sold
or assigned an interest in any rights or obligations hereunder or under any Note) and, in the case of each Lender, imposed by the
jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof, (x) in respect of amounts payable
by OCI, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender or the Agent (as the case
may be) pursuant to a law in effect (i) on the date on which such person becomes a party hereto or acquires its interest in any
Commitment or Advance to OCI (including any Note payable by OCI) (other than pursuant to an assignment request by OCI under Section
2.20) or (ii) in the case of a Lender, on the date such Lender changes its Applicable Lending Office, except in each case to the
extent that amounts with respect to such Taxes were payable either to such person’s assignor immediately before such person
became a party hereto or to such Lender immediately before it changed its Applicable Lending Office, (y) Taxes attributable to
the failure of such Lender or the Agent (as the case may be) to comply with Sections 2.14(e) and 2.14(f) and (z) any withholding
Taxes imposed under FATCA.


(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 other than any such Other Taxes that arise in relation to any assignment or transfer by a Lender
of its rights or obligations hereunder (except where such assignment or transfer is at the written request of the Borrowers) (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 Indemnified Taxes or Other Taxes (including, without limitation, Indemnified Taxes and Other Taxes 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. 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)Any Lender
making Advances to OCI that is entitled to an exemption from or reduction of withholding tax with respect to payments made hereunder
or under any Note shall deliver to OCI and the Agent, at the time or times reasonably requested by OCI or the Agent, such properly
completed and executed documentation reasonably requested by OCI or the Agent as will permit such payments to be made without withholding
or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by OCI or the




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Agent, shall deliver
such other documentation prescribed by applicable law or reasonably requested by OCI or the Agent as will enable OCI or the Agent
to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other
than such documentation set forth in Section 2.14(e)(ii)(A) and (ii)(B) and Section 2.14(e)(iv) below) shall not be required if
in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed
cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality
of the foregoing, in respect of any Lender making Advances to OCI:


(i) Each
Lender that is a United States Person shall deliver to OCI and the Agent, 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
executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


(ii)Each
Lender that is not a United State person, 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 whichever of the following is
applicable:


(A)in the
case of a Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments
of interest hereunder or under any Note, executed originals of IRS Form W-8BEN-E or W-8BEN establishing an exemption from, or reduction
of, U.S. federal withholding tax pursuant to the “interest” article of such tax treaty and (y) with respect to any
other applicable payments hereunder or under any Note, IRS Form W-8BEN-E or W-8BEN establishing an exemption from, or reduction
of, U.S. federal withholding tax pursuant to the “business profits” or “other income” article of such tax
treaty;


(B)executed
originals of IRS Form W-8ECI;


(C)in the
case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code,
(x) a certificate substantially in the form of Exhibit D-1 to the effect that such Lender is not a “bank” within the
meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of OCI within the meaning
of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C)
of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN-E
or W-8BEN; or


(D) to the
extent a Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E
or W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W-9, and/or other
certification documents from each beneficial owner, as applicable; provided that if the Lender is a partnership and one
or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, Lender may provide a U.S. Tax
Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partner.


(iii) Any Lender
that is not a United States person shall, to the extent it is legally entitled to do so, deliver to OCI and the Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this
Agreement (and from time to time




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Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    

thereafter upon
the reasonable request of OCI or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as
may be prescribed by applicable law to permit OCI or the Agent to determine the withholding or deduction required to be made.


(iv)If a
payment made to a Lender hereunder or under any Note 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.
Solely for purposes of this Section 2.14(e)(iv), “FATCA” shall include any amendments made to FATCA after the date
of this Agreement.


(f)Each Lender
agrees that if any form or certification it previously delivered pursuant to Section 2.14(e) expires or becomes obsolete or inaccurate
in any respect, it shall update such form or certification or promptly notify OCI and the Agent in writing of its legal inability
to do so. 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), 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; 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
or transfer) on the date such Lender becomes a party hereto is (i) a bank (as defined for the purpose of section 879 of the ITA)
making an advance under any Credit Document and is within the charge to United Kingdom corporation tax as respects any payments
of interest made in respect of that advance or would be within such charge as respects such payment apart from section 18A of the
CTA; or (ii) in respect of an advance made under a Credit Document by a person that was a bank (as defined for the purpose of section
879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any
payments of interest made in respect of that advance; or (iii) 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 (iv) 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 (v) 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) (iv) or (v) 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 (iii) 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




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Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    

Borrowers shall not
be required to compensate any Lender to whom clause (iii) above is relevant under Section 2.14(a) or 2.14(c) for any withholding
or deduction for or on account of United Kingdom income tax from interest payments if such withholding or deduction is required
as a result of the failure of such Lender to comply with its obligations in the preceding sentence (other than a failure that is
attributable to the failure by OFP to comply with its obligations in the preceding sentence). Furthermore, the Borrowers shall
not be required to compensate any Lender to whom clauses (iv) or (v) above is relevant under Section 2.14(a) or 2.14(c) for any
withholding or deduction for or on account of United Kingdom income tax from interest payments if: (x) an officer of H.M. Revenue
& Customs has given (and not revoked) a direction (a "Direction") under section 931 of the ITA which relates to the
payment and that Lender has received from the OFP a certified copy of that Direction, and the payment could have been made to the
Lender without any Tax Deduction if that Direction had not been made, (y) the relevant Lender has not given to OFP a written confirmation
that the person beneficially entitled to interest payable to that Lender by OFP falls within clauses (iv) or (v) above, and the
payment could have been made to the Lender without any withholding or deduction for or on account of United Kingdom income tax
if the Lender had given such written confirmation to OFP, on the basis that the confirmation would have enabled OFP to have formed
a reasonable belief that the payment was an "excepted payment" for the purpose of section 930 of the ITA.


(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




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Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    

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 exercised in good faith, determines that it has received a refund of any Indemnified Taxes
or Other Taxes (including by virtue of a credit or offset of such Indemnified 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 Indemnified 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
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.


(j)VAT


(i) All amounts
expressed to be payable under this Agreement or the Notes by any Loan Party to the Agent or a Lender which (in whole or in part)
constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that
supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by the Agent or Lender
under this Agreement or the Notes and the Agent or such Lender, as applicable, is required to account to the relevant tax authority
for the VAT, that Loan Party must pay to the Agent or such Lender (in addition to and at the same time as paying any other consideration
for such supply) an amount equal to the amount of the VAT (and such Agent or Lender, as applicable, must promptly provide an appropriate
VAT invoice to that Loan Party).


(ii) If VAT
is or becomes chargeable on any supply made by the Agent or any Lender (the “Supplier”) to the Agent or any other Lender
(the “Recipient”) under this Agreement or the Notes, and any party hereto other than the Recipient (the “Relevant
Party”) is required by the terms of this Agreement or the Notes to pay an amount equal to the consideration for that supply
to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):


(A) (where the
Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier
(at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph
(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant
tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and


(B) (where the
Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following
demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that
the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of
that VAT.


(iii) Where
this Agreement requires any Loan Party to reimburse or indemnify the Agent or a Lender for any cost or expense, that Loan Party
shall reimburse or indemnify (as the case may be) the Agent or such Lender, as applicable, for the full amount of such cost or
expense, including such part




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thereof as represents
VAT, save to the extent that the Agent or such Lender reasonably determines that it is entitled to credit or repayment in respect
of such VAT from the relevant tax authority.


(iv) Any reference
in this Section 2.14(j) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes,
include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at
such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994 of the United
Kingdom or any substantially similar concept in the case of a group for non-United Kingdom VAT purposes).


(v) In relation
to any supply made by the Agent or a Lender to any Loan Party under this Agreement, if reasonably requested by the Agent or such
Lender, that Loan Party must promptly provide the Agent or such Lender with details of that Loan Party's VAT registration and such
other information as is reasonably requested in connection with the Agent’s or such Lender’s VAT reporting requirements
in relation to such supply.


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 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




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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, 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 final Termination Date, by notice to the Agent, request 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 latest 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, and each Eligible Assignee that becomes a Lender in accordance with Section 2.21, 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 form and substance reasonably acceptable
to the Agent and the Lenders;




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(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 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 and the respective revolving
extensions of credit of each non-Defaulting Lender do not exceed such non-Defaulting Lender’s Revolving Credit Commitment.


(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




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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 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




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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 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);




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(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.


SECTION 2.21. Extension
of Termination Date.


(a)Requests
for Extension. The Guarantor may, by notice to the Agent (who shall promptly notify the Lenders) not earlier than 60 days and
not later than 45 days prior to the first and/or second anniversary of the Effective Date (the “Anniversary Date”),
request that each Lender extend such Lender’s Termination Date for an additional one year from the Termination Date then
in effect with respect to such Lender.


(b)Lender Elections
to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the
date (the “Notice Date”) that is 25 days prior to such Anniversary Date, advise the Agent whether or not such
Lender agrees to such extension (each Lender that determines not to so extend its Termination Date, a “Non Extending Lender”)
and shall notify the Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and
any Lender that does not so advise the Agent on or before the Notice Date shall be deemed to be a Non Extending Lender). The election
of any Lender to agree to such extension shall not obligate any other Lender to so agree.


(c)Notification
by Agent. The Agent shall notify the Guarantor of each Lender’s determination under this Section no later than the date
20 days prior to the applicable Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).


(d)Additional
Commitment Lenders. The Guarantor shall have the right on or before the applicable Anniversary Date to replace each Non Extending
Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (as an Assuming
Lender) with the approval of the Agent and each Issuing Bank (which approval shall not be unreasonably withheld), each of which
Assuming Lenders shall have entered into an Assumption Agreement pursuant to which such Assuming Lender shall, effective as of
the applicable Anniversary Date, undertake a Revolving Credit Commitment (and, if any such Assuming Lender is already a Lender,
its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date).


(e)Minimum
Extension Requirement. If (and only if) the total of the Revolving Credit Commitment of the Lenders that have agreed so to
extend their Termination Date and the additional Revolving Credit Commitment of the Assuming Lenders shall be more than 50% of
the aggregate amount of the Revolving Credit Commitment in effect immediately prior to the applicable Anniversary Date, then, effective
as of such Anniversary Date, the Termination Date of each Extending Lender and of each Assuming Lender shall be extended to the
date falling one year after the Termination Date in effect for such Lenders (except that, if such date is not a Business Day, such
Termination Date as so extended shall be the next preceding Business Day) and each Assuming Lender shall thereupon become a “Lender”
for all purposes of this Agreement.


(f)Conditions
to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Date pursuant to this Section
shall not be effective with respect to any Lender unless on the Notice Date and on the Anniversary Date:


(x) no Default
shall have occurred and be continuing on such date and after giving effect to such extension; and




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(y) the representations
and warranties contained in this Agreement are true and correct on and as of such date of such extension and after giving effect
to such extension, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have
been made as of a specific date, as of such specific date).


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, 2013.


(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:




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(i)The Notes
to 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)Favorable
opinions of internal counsel to the Loan Parties, Latham & Watkins LLP, New York counsel for the Loan Parties, and Macfarlanes
LLP, English counsel for OFP, as to such matters as are customary for a credit agreement of this type and such other matters as
any Lender through the Agent may reasonably request.


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


(i)Each of the
Lenders shall have received, at least two Business Days in advance of the Effective Date, all documentation and other information
reasonably requested by such Lenders as required under applicable “know-your-customer” and anti-money laundering rules
and regulations, including as required by the Patriot Act.


SECTION 3.02. Conditions
Precedent to Each Borrowing, Each Issuance, Each Commitment Increase and each Extension of Termination Date. 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 and
extension of Termination Date shall be subject to the conditions precedent that the Effective Date shall have occurred and on the
date of such Borrowing, such issuance, such Increase Date or, in the case of an extension of the Termination Date, the applicable
Anniversary Date the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of
Issuance, request for Commitment Increase, request for extension of the Termination Date 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, such Increase Date or such Anniversary Date such statements are true):


(a)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, such Commitment Increase or such extension of the Termination Date and
to the application of the proceeds therefrom, as though made on and as of such date, and


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


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.




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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 or private limited company, as applicable, 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 such Loan Party’s corporate or organizational powers, have been duly authorized
by all necessary corporate or organizational 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.


(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, 2013, 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, 2014, 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, 2014, 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, 2013, 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.




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(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.


(j)The Guarantor
has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by the Guarantor, its
Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
The Guarantor has implemented and maintains in effect policies and procedures that require compliance by the Guarantor, its Subsidiaries
and their respective directors, officers, employees and agents with Additional Anti-Corruption Laws. The Guarantor and its Subsidiaries
are, to the knowledge of the Guarantor’s President, Chief Executive Officer, Chief Financial Officer, Controller, Treasurer
and General Counsel, in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Guarantor,
any Subsidiary or any of their respective directors or officers, or, to the knowledge of the Guarantor, any of their respective
employees or any agent of the Guarantor or any Subsidiary that will act in any capacity in connection with or benefit from the
credit facility established hereby, is, or is controlled by, a Sanctioned Person or, to the knowledge of any officer, director
or employee of the Guarantor who is engaged in or has approved a transaction with such Person, any Person in which a Sanctioned
Person owns, directly or indirectly, a 50 percent or greater interest.


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; maintain in effect policies and procedures
reasonably designed to promote compliance by the Guarantor, its Subsidiaries and their respective directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions; and maintain in effect policies and procedures that require compliance
by the Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with Additional Anti-Corruption
Laws.


(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




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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, except
to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect.


(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;


(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;




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(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 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




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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,


(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,




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(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.


(g)Use of Proceeds.
Request any Borrowing or Letter of Credit, nor knowingly use the proceeds thereof, nor permit either Borrower to request any Borrowing
or Letter of Credit or knowingly use the proceeds of any Borrowing or Letter of Credit, (i) in furtherance of an offer, payment,
promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any
Anti-Corruption Laws or Additional Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities,
business or transaction of or with any Sanctioned Person (or, to the knowledge of any officer, director or employee of the Guarantor
who is engaged in or has approved a transaction with such Person, any Person in which a Sanctioned Person owns, directly or indirectly,
a 50 percent or greater interest) or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any
Sanctions applicable to any party hereto. For purposes of this provision, “to knowingly use the proceeds” would mean
(a) that such purpose was expressly authorized by the Guarantor, either Borrower, or their respective senior officers or directors,
or (b) allowing any Subsidiary or any officer, director, employee or agent of the Guarantor, any Borrower or any Subsidiary to
use the proceeds for any purpose set forth in clauses (i), (ii) and (iii) above, if the officers and employees of the Guarantor
and/or the Borrower with responsibility for requesting such Borrowing or Letter of Credit or allocating funds for use has actual
knowledge that such proceeds would be used for such purpose.


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:




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(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


(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




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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


(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.






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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 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);




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(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.


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 final 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




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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 final 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:


(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 final
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.






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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.


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




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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 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 (or such earlier day as shall be agreed by the Required
Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf
of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor Agent has been
appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.


(b)If the Person
serving as Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent
permitted by applicable law, by notice in writing to the Guarantor and such Person remove such Person as Agent and, in consultation
with the Guarantor, appoint a successor Agent. If no such successor Agent shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal
Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective
Date.


(c) With effect from
the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged
from its duties and obligations as Agent hereunder and (2) except for any indemnity payments owed to the retiring or removed Agent,
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, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the




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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 removed Agent (other than any rights to indemnity payments owed to the retiring
or removed Agent), and the retiring or removed Agent shall be discharged as Agent from all of its duties and obligations hereunder.
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 or removed Agent’s resignation or removal hereunder, the
provisions of this Article VIII and Section 9.04 shall continue in effect for the benefit of such retiring or removed 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 or removed Agent was acting as Agent.


(d)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 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




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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
or change the definition of “Required Lenders”, (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) other than as provided in Section 2.21, extend the Commitments of the
Lenders or 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.


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.




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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 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.




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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, each Issuing Bank 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; (ii) any Letter of Credit or the use of the proceeds therefrom (including any refusal by the applicable Issuing Bank
to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit) or (iii) 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. Notwithstanding
anything to the contrary, this Section 9.04(b) shall not apply with respect to any Taxes other than Taxes that represent losses,
claims, damages, etc. arising from any non-tax claim.


(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 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.




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(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 and the termination of this Agreement.


(e)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 Agent and 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 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.




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(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 or an integral multiple
of $1,000,000 in excess thereof, 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 ten 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


(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




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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 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.






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(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 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 or to any credit insurance provider relating to a Loan Party and
its obligations hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau or any similar




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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




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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.


(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 of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept
and make payment upon such documents without responsibility for further investigation, regardless of any notice or information
to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.


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 “Patriot 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 Patriot Act.


SECTION 9.15A. No
Fiduciary Duty. Each Loan Party agrees that in connection with all aspects of the transactions contemplated hereby and any
communications in connection therewith, such Loan Party and its Affiliates, on the one hand, and the Agent, the lead arrangers
and book managers, the syndication agents, the documentation agents, the Issuing Banks, the Lenders and their respective Affiliates,
on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the
part of the Agent, the lead arrangers and book managers, the syndication agents, the documentation agents, the Issuing Banks, the




    	59
Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    

Lenders and their
respective Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.


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.



    	60
Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    



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 Financial 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/ Michael Vondriska             
	 	Name:  	Michael Vondriska
	 	Title: 	Treasurer


 




    	Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    

	 	CITIBANK, N.A.
	 	 	 
	 	By:	/s/ Michael Vondriska             
	 	Name:	Michael Vondriska
	 	Title:	Vice President
	 	JPMORGAN CHASE BANK, N.A.
	 	 	 
	 	By:	/s/ Goh Siew Tan                   
	 	Name:	Goh Siew Tan
	 	Title:	Executive Director
	 	HSBC BANK USA, NATIONAL ASSOCIATION
	 	 	 
	 	By: 	/s/ Robert Devir                     
	 	Name:	Robert Devir
	 	Title:	Managing Director
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Tony Sood                          
	 	Name:	Tony Sood
	 	Title:	Director
	 	BNP PARIBAS
	 	 	 
	 	By:	/s/ Maria Mulic, CFA              
	 	Name:	Maria Mulic, CFA
	 	Title:	Vice President
	 	By: 	/s/ Jenny Shum
	 	Name:	Jenny Shum
	 	Title:	Vice President
	 	U.S. BANK NATIONAL ASSOCIATION
	 	By:	/s/ Kenneth R. Fieler                
	 	Name:	Kenneth R. Fieler
	 	Title:	Vice President
	 	BARCLAYS BANK PLC
	 	By:	/s/ Clare Morgan                       
	 	Name:	Clare Morgan
	 	Title:	Assistant Vice President




    	Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    



	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 	By:	/s/ Ming K. Chu                            
	 	Name:	Ming K. Chu
	 	Title:	Vice President
	 	By:	/s/ Lisa M. Wong
	 	Name:	Lisa M. Wong
	 	Title:	Vice President
	 	SOCIETE GENERALE
	 	By:	/s/ Yao Wang
	 	Name:	Yao Wang
	 	Title:	Director
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
	 	By:	/s/ Ola Anderssen
	 	Name:	Ola Anderssen
	 	Title:	Director
	 	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
	 	By:	/s/ Brian Crowley
	 	Name:	Brian Crowly
	 	Title:	Managing Director
	 	By:	/s/ Mauricio Denitez
	 	Name:	Mauricio Denitez
	 	Title:	Vice President
	 	BANK OF AMERICA, N.A.
	 	 	 
	 	By:	/s/ Marie Foruria
	 	Name:	Marie Foruria
	 	Title:	Vice President
	 	DANSKE BANK A/S
	 	By:	/s/ Martin Engholm
	 	Name:	Martin Engholm
	 	Title:	Vice President
	 	By:	/s/ Jergen Linnett
	 	Name:	Jergen Linnett
	 	Title:	Chief Loan Manager


 




    	Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    



	 	ING BANK N.V., DUBLIN BRANCH
	 	By:	/s/ Sean Hassett
	 	Name:	Sean Hassett
	 	Title:	Director
	 	By:	/s/ Padraig Matthews
	 	Name:	Padraig Matthews
	 	Title:	Vice President
	 	INTESA SANPAOLO S.P.A. 
	 	By:	/s/ Gianluca Fiore
	 	Name:	Gianluca Fiore
	 	Title:	Global Relationship Manager
	 	By:	/s/ John J. Michalisin
	 	Name:	John J. Michalisin
	 	Title:	First Vice President
	 	RBC ROYAL BANK 
	 	By:	/s/ Emile Marx
	 	Name:	Emile Marx
	 	Title:	Director, NCG Finance
	 	SUMITOMO MITSUI BANKING CORPORATION
	 	By:	/s/ David W. Kee
	 	Name:	David W. Kee
	 	Title:	Managing Director
	 	PNC BANK, NATIONAL ASSOCIATION
	 	By:	/s/ Michael Richards
	 	Name:	Michael Richards
	 	Title:	Senior Vice President
	 	
        LLOYDS BANK PLC

	 	By:	/s/ Dennis McClellan
	 	Name:	Dennis McClellan
	 	Title:	Assistant Vice President – M040
	 	By:	/s/ Joel Slomko
	 	Name:	Joel Slomko
	 	Title:	Assistant Vice President – S088
	 	MIZUHO BANK, LTD.
	 	By:	/s/ Leon Mo
	 	Name:	Leon Mo
	 	Title:	Authorized Signatory


 




    	Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    



	 	TD BANK, N.A.
	 	By:	/s/ Betty Chang
	 	Name:	Betty Chang
	 	Title:	Senior Vice President
	 	THE BANK OF NOVA SCOTIA
	 	By:	/s/ Michelle C. Phillips
	 	Name:	Michelle C. Phillips
	 	Title:	Director & Execution Head
	 	THE NORTHERN TRUST COMPANY
	 	By:	/s/ Sophia E. Love
	 	Name:	Sophia E. Love
	 	Title:	Vice President
	 	STANDARD CHARTERED BANK
	 	By:	/s/ Steven Aloupis
	 	Name:	Steven Aloupis
	 	Title:	Managing Director
	 	By:	/s/ Hsing H. Huang
	 	Name:	Hsing H. Huang
	 	Title:	Associate Director 
	 	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
	 	By:	/s/ Robert Grillo
	 	Name:	Robert Grillo
	 	Title:	Director
	 	COMERICA BANK
	 	By:	/s/ Timothy O’Rourke
	 	Name:	Timothy O’Rourke
	 	Title:	Vice President
	 	KEYBANK NATIONAL ASSOCIATION
	 	By:	/s/ Suzannah Valdivia
	 	Name:	Suzannah Valdivia
	 	Title:	Vice President
	 	NATIONAL AUSTRALIA BANK LIMITED
	 	By:	/s/ Courtney Cloe
	 	Name:	Courtney Cloe
	 	Title:	Director, Head of Client Coverage Americas




    	Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    



	 	NORDEA BANK FINLAND PLC 
	 	By:	/s/ Maureen Carson-Rustrian
	 	Name:	Maureen Carson-Rustrian
	 	Title:	Assistant Vice President
	 	By:	/s/ Mogens R. Jensen
	 	Name:	Morgens R. Jensen
	 	Title:	Senior Vice President
	 	BANK OF CHINA, NEW YORK BRANCH
	 	By:	/s/ Dong Yuan
	 	Name:	Dong Yuan
	 	Title:	Executive Vice President
	 	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
	 	By:	/s/ Philip Healy
	 	Name:	Philip Healy
	 	Title:	Authorized Signatory
	 	By:	/s/ Kieran Rockett
	 	Name:	Kieran Rockett
	 	Title:	Authorized Signatory
	 	UNICREDIT BANK AG, NEW YORK BRANCH
	 	By:	/s/ Ken Hamilton
	 	Name:	Ken Hamilton
	 	Title:	Managing Director
	 	By:	/s/ Elaine Tung
	 	Name:	Elaine Tung
	 	Title:	Director
	 	WESTPAC BANKING CORPORATION
	 	By:	/s/ David Brumby
	 	Name:	David Brumby
	 	Title:	Executive Director


 




    	Omnicom: Amended and Restated 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.	$129,000,000	$25,000,000
	JPMorgan Chase Bank, N.A.	$129,000,000	$25,000,000
	HSBC Bank USA, National Association	$129,000,000	$25,000,000
	Wells Fargo Bank, National Association	$129,000,000	$25,000,000
	BNP Paribas	$129,000,000	 
	U.S. Bank National Association	$120,000,000	 
	Barclays Bank PLC	$110,000,000	 
	Deutsche Bank AG New York Branch	$110,000,000	 
	Societe Generale	$110,000,000	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$110,000,000	 
	Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	$100,000,000	 
	Bank of America, N.A.	$100,000,000	 
	Danske Bank A/S	$100,000,000	 
	ING Bank N.V., Dublin Branch	$100,000,000	 
	Intesa Sanpaolo S.p.A. - New York Branch	$100,000,000	 
	RBC Royal Bank	$100,000,000	 
	Sumitomo Mitsui Banking Corporation	$100,000,000	 
	PNC Bank, National Association	$75,000,000	 
	Lloyds Bank plc	$50,000,000	 
	Mizuho Bank, Ltd.	$50,000,000	 
	TD Bank, N.A.	$50,000,000	 
	The Bank of Nova Scotia	$50,000,000	 




    	1
Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    


 


	The Northern Trust Company	$50,000,000	 
	Standard Chartered Bank	$45,000,000	 
	Australia and New Zealand Banking Group Limited	$25,000,000	 
	Comerica Bank	$25,000,000	 
	KeyBank National Association	$25,000,000	 
	National Australia Bank Limited	$25,000,000	 
	Nordea Bank Finland plc	$25,000,000	 
	Bank of China, New York Branch	$25,000,000	 
	The Governor and Company of the Bank of Ireland	$25,000,000	 
	UniCredit Bank AG, New York Branch	$25,000,000	 
	Westpac Banking Corporation	$25,000,000	 
	Total of Commitments:	$2,500,000,000	$100,000,000


 




    	2
Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    


SCHEDULE 2.01(b)


EXISTING LETTERS OF
CREDIT


None.


 




    	Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    

SCHEDULE 3.01(b)


DISCLOSED LITIGATION


None.


 




    	Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    

SCHEDULES 5.02(a)
AND 5.02(d)


	EXISTING LIENS AND EXISTING DEBT
	 	 	 	 
	Obligations under Capitalized Leases	Various	 	56,915,000 
	 	 	 	 


 




    	Omnicom: Amended and Restated 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 “Lender”)
for the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below)
applicable to the Lender 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 July 31, 2014 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, HSBC Securities
(USA) Inc. and Wells Fargo Securitas, LLC, as lead arrangers and book managers, JPMorgan Chase Bank, N.A., HSBC Securities (USA)
Inc. and Wells Fargo Bank, National Association., as syndication agents, BNP Paribas and U.S. Bank National Association, 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 applicable to the Lender.


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: Amended and Restated Five Year Credit Agreement



    	 



    


 


[OMNICOM CAPITAL INC.]


[OMNICOM FINANCE
PLC]


By                                                


Title:




    	Exhibit A-2
Omnicom: Amended and Restated 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: Amended and Restated 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 July 31, 2014 (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, HSBC Securities
(USA) Inc. and Wells Fargo Securitas, LLC, as lead arrangers and book managers, JPMorgan Chase Bank, N.A., HSBC Securities (USA)
Inc. and Wells Fargo Bank, National Association., as syndication agents, BNP Paribas and U.S. Bank National Association, 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 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: Amended and Restated 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: Amended and Restated 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: Amended and Restated 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 July 31, 2014 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: Amended and Restated 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: Amended and Restated Five Year Credit Agreement



    	 



    


[NAME OF RELEVANT PARTY]


 


 


By: ________________________________


Title:


 


 


 


 




    	Exhibit C-4
Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    


ANNEX 1


 


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1.Representations and Warranties.


 


1.1Assignor[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: Amended and Restated 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: Amended and Restated Five Year Credit Agreement



    	 



    


EXHIBIT D-1


[FORM
OF] 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Credit Agreement dated as of July 31, 2014 (as amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among Omnicom Capital Inc., Omnicom Finance plc, Omnicom Group Inc., and each lender
from time to time party thereto.


Pursuant
to the provisions of Section 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign
corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.


The undersigned has furnished the Administrative
Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the
Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative
Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be
made to the undersigned, or in either of the two calendar years preceding such payments.


Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


 


 


	[NAME OF LENDER]
	By:	 	 
	 	Name:  
	 	Title:  


Date: ________ __, 20[  ]




    	Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    

EXHIBIT
D-2


[FORM
OF] 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Credit Agreement dated as of July 31, 2014 (as amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among Omnicom Capital Inc., Omnicom Finance plc, Omnicom Group Inc., and each lender
from time to time party thereto.


Pursuant
to the provisions of Section 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning
of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning
of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower
as described in Section 881(c)(3)(C) of the Internal Revenue Code].


The undersigned has furnished its participating
Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees
that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing,
and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate
in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding
such payments.


Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


	[NAME OF PARTICIPANT]
	By:	 	 
	 	Name:  
	 	Title:  


Date: ________ __, 20[ ]




    	Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    

EXHIBIT
D-3


[FORM
OF] 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Credit Agreement dated as of July 31, 2014 (as amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among Omnicom Capital Inc., Omnicom Finance plc, Omnicom Group Inc., and each lender
from time to time party thereto.


Pursuant
to the provisions of Section 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the
sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct
or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue
Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described
in Section 881(c)(3)(C) of the Internal Revenue Code.


The undersigned has furnished its participating
Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio
interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned
shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


	[NAME OF PARTICIPANT]
	By:	 	 
	 	Name:  
	 	Title:  


Date: ________ __, 20[ ]




    	Omnicom: Amended and Restated Five Year Credit Agreement



    	 



    

EXHIBIT
D-4


[FORM
OF] 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Credit Agreement dated as of July 31, 2014 (as amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among Omnicom Capital Inc., Omnicom Finance plc, Omnicom Group Inc., and each lender
from time to time party thereto.


Pursuant
to the provisions of Section 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its
direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)),
(iii) with respect to the extension of credit pursuant to this Credit Agreement, neither the undersigned nor any of its direct
or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue
Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described
in Section 881(c)(3)(C) of the Internal Revenue Code.


The undersigned has furnished the Administrative
Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is
claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN
from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower
and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


	 [NAME OF LENDER]
	By:	 	 
	 	Name:  
	 	Title:  


Date: ________ __, 20[ ]




    	Omnicom: Amended and Restated Five Year Credit Agreement