TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) OUTSIDE THE UNITED STATES TO NON-U.S.
PERSONS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2),(3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (F)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHTS PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (F) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.
THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF
THE CONDITIONS SPECIFIED IN THE INDENTURE.
5
OMNICOM GROUP INC.
OMNICOM CAPITAL INC.
OMNICOM FINANCE INC.
Zero Coupon Zero Yield Convertible Note due 2038
No. U-2
Issue Date:
CUSIP:
OMNICOM GROUP INC., a New York corporation (the "Company"), OMNICOM CAPITAL
INC., a Connecticut corporation ("OCI"), and OMNICOM FINANCE INC., a Delaware
corporation ("OFI" and, together with the Company and OCI, the "Issuers"),
promise to pay, jointly and severally, to Cede & Co. or registered assigns, the
Initial Principal Amount at Maturity of [_______________________________
($________)],, or if greater, the Principal Amount at Maturity, on July 1, 2038.
This Security shall bear no interest other than Contingent Cash Interest,
if any, and Contingent Additional Principal will accrue as specified on the
other side of this Security. This Security is convertible as specified on the
other side of this Security.
Additional provisions of this Security are set forth on the other side of
this Security.
Dated: OMNICOM GROUP INC.
By: _____________________________
OMNICOM CAPITAL INC.
By: _____________________________
OMNICOM FINANCE INC.
By: _____________________________
6
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture (as
defined on the other side of this Security).
By
Authorized Officer
7
[FORM OF REVERSE SIDE OF ZERO COUPON ZERO YIELD CONVERTIBLE NOTE]
Zero Coupon Zero Yield Convertible Note due 2038
1. Interest.
This Security shall not bear interest, except as specified in this
paragraph or in paragraph 5 hereof. If the Principal Amount at Maturity hereof
or any portion of such Principal Amount at Maturity is not