{"id":41023,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/five-year-credit-agreement-amendment-no-1-interpublic-group.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"five-year-credit-agreement-amendment-no-1-interpublic-group","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/five-year-credit-agreement-amendment-no-1-interpublic-group.html","title":{"rendered":"Five Year Credit Agreement (Amendment No. 1) &#8211; Interpublic Group of Companies Inc., Lenders and Citibank N.A."},"content":{"rendered":"<pre>\nEXECUTION COPY\n\n                             AMENDMENT NO. 1 TO THE\n                           FIVE YEAR CREDIT AGREEMENT\n\nDated as of June 26, 2001\n\nAMENDMENT NO. 1 TO THE FIVE YEAR CREDIT AGREEMENT among The\nInterpublic Group of Companies, Inc., a Delaware corporation (the \n\"COMPANY\"), the banks, financial institutions and other institutional \nlenders parties to the Credit Agreement referred to below (collectively, \nthe \"LENDERS\") and Citibank, N.A., as administrative agent (the \n\"AGENT\") for the Lenders.\n\nPRELIMINARY STATEMENTS:\n\n(1) The Company, the Lenders and the Agent have entered into a Five\nYear Credit Agreement dated as of June 27, 2000 (the \"CREDIT AGREEMENT\").\nCapitalized terms not otherwise defined in this Amendment have the \nsame meanings as specified in the Credit Agreement.\n\n(2) The Company and the Lenders have agreed to amend the Credit\nAgreement as hereinafter set forth.\n\nSECTION 1. Amendments to Credit Agreement The Credit Agreement is,\neffective as of the date hereof and subject to the satisfaction of the\nconditions precedent set forth in Section 2, hereby amended as follows:\n\n(a) The definitions of \"COMMITTED CURRENCIES\", \"EBITDA\",\n\"EUROCURRENCY RATE\", \"LIBO RATE\" and \"REFERENCE BANKS\" in Section 1.01 \nare in full to read as follows:\n\n\"COMMITTED CURRENCIES\" means lawful currency of the United\nKingdom of Great Britain and Northern Ireland, lawful currency of\nthe Federal Republic of Germany, lawful currency of the Republic of\nFrance, lawful currency of The Swiss Federation, lawful currency of\nJapan, Euro and any other currency requested by the applicable\nBorrower that can be provided by all Lenders.\n\n\"EBITDA\" means, for any period, net income (or net loss) PLUS\nthe sum of (a) Interest Expense, (b) income tax expense, (c)\ndepreciation expense, (d) amortization expense, in each case\ndetermined in accordance with GAAP for such period, (e)\nrestructuring and other merger related charges, (f) costs related to\nthe acquisition of Deutsch, Inc. and its Affiliates, (g) investment\nimpairment charges, in the case of (e), (f) and (g), as recorded in\nthe financial statements of the Company and its Consolidated\nSubsidiaries in accordance with GAAP for the fiscal quarters ended\nSeptember 30, 2000, December 31, 2000 and March 31, 2001 and (h)\nnon-recurring charges up to an aggregate amount of $100,000,000, as\nrecorded in the financial statements of the Company and its\nConsolidated Subsidiaries in accordance with GAAP for the six months\nended September 30, 2001.\n\n\"EUROCURRENCY RATE\" means, for any Interest Period for each\nEurocurrency Rate Advance comprising part of the same Revolving\nCredit Borrowing, an interest rate per annum equal to the rate per\nannum obtained by dividing (a)(i) in the case of any Revolving\nCredit Borrowing denominated in Dollars or any Committed Currency\nother than Euro, the rate per annum (rounded upward to the nearest\nwhole multiple of 1\/16 of 1% per annum) appearing on Telerate\nMarkets Page 3750 (or any successor page) as the London interbank\noffered rate for deposits in Dollars or the applicable Committed\nCurrency at approximately 11:00 A.M. (London time) two Business Days\nprior to the first day of such Interest Period for a term comparable\nto such Interest Period or, if for any reason such rate is not\navailable, the average (rounded upward to the nearest whole\n\n\n\n            multiple of 1\/16 of 1% per annum, if such average is not such a\n            multiple) of the respective rates per annum at which deposits in\n            Dollars or the applicable Committed Currency are offered by the\n            principal office of each of the Reference Banks in London, England\n            to prime banks in the London interbank market at 11:00 A.M. (London\n            time) two Business Days before the first day of such Interest Period\n            in an amount substantially equal to such Reference Bank's\n            Eurocurrency Rate Advance comprising part of such Revolving Credit\n            Borrowing to be outstanding during such Interest Period and for a\n            period equal to such Interest Period (subject, however, to the\n            provisions of Section 2.08) or (ii) in the case of any Revolving\n            Credit Borrowing denominated in Euro, the EURIBO Rate by (b) a\n            percentage equal to 100% minus the Eurocurrency Rate Reserve\n            Percentage for such Interest Period.\n\n                  \"LIBO RATE\" means, for any Interest Period for all LIBO Rate\n            Advances comprising part of the same Competitive Bid Borrowing, an\n            interest rate per annum equal to the rate per annum obtained by\n            dividing (a)(i) in the case of any Competitive Bid Borrowing\n            denominated in Dollars or any Committed Currency other than Euro,\n            the rate per annum (rounded upward to the nearest whole multiple of\n            1\/16 of 1% per annum) appearing on Telerate Markets Page 3750 (or\n            any successor page) as the London interbank offered rate for\n            deposits in Dollars or the applicable Committed Currency at\n            approximately 11:00 A.M. (London time) two Business Days prior to\n            the first day of such Interest Period for a term comparable to such\n            Interest Period or, if for any reason such rate is not available,\n            the average (rounded upward to the nearest whole multiple of 1\/16 of\n            1% per annum, if such average is not such a multiple) of the\n            respective rates per annum at which deposits in Dollars or the\n            applicable Committed Currency are offered by the principal office of\n            each of the Reference Banks in London, England to prime banks in the\n            London interbank market at 11:00 A.M. (London time) two Business\n            Days before the first day of such Interest Period in an amount\n            substantially equal to the amount that would be the Reference Banks'\n            respective ratable shares of such Borrowing if such Borrowing were\n            to be a Revolving Credit Borrowing to be outstanding during such\n            Interest Period and for a period equal to such Interest Period\n            (subject, however, to the provisions of Section 2.08) or (ii) in the\n            case of any Competitive Bid Borrowing denominated in Euro, the\n            EURIBO Rate by (b) a percentage equal to 100% minus the Eurocurrency\n            Rate Reserve Percentage for such Interest Period.\n\n                  \"REFERENCE BANKS\" means Citibank, HSBC Bank USA and The Chase\n            Manhattan Bank.\n\n            (b) [Intentionally omitted].\n\n            (c) Section 1.01 is further amended by adding thereto in appropriate\nalphabetical order, the following definitions:\n\n                  \"EURIBO RATE\" means, for any Interest Period, the rate per\n            annum appearing on Telerate Markets Page 248 (or on any successor or\n            substitute page, or any successor to or substitute for Telerate\n            Markets, providing rate quotations comparable to those currently\n            provided on such page of Telerate Markets, as determined by the\n            Agent from time to time for purposes of providing quotations of\n            interest rates applicable to deposits in Euro by reference to the\n            Banking Federation of the European Union Settlement Rates for\n            deposits in Euro) at approximately 10:00 a.m., London time, two\n            Business Days prior to the commencement of such Interest Period, as\n            the rate for deposits in Euro with a maturity comparable to such\n            Interest Period or, if for any reason such rate is not available,\n\n            the average (rounded upward to the nearest whole multiple of 1\/16 of\n            1% per annum, if such average is not such a multiple) of the\n            respective rates per annum at which deposits in Euros are offered by\n            the principal office of each of the Reference Banks in London,\n            England to prime banks in the London interbank market at 11:00 A.M.\n            (London time) two Business Days before the first day of such\n            Interest Period in an amount substantially equal (x) in the case of\n            Revolving Credit Borrowings, to such Reference Bank's Eurocurrency\n            Rate Advance comprising part of such Revolving Credit Borrowing to\n            be outstanding during such Interest Period\n\n\n\n            and for a period equal to such Interest Period (subject, however, to\n            the provisions of Section 2.08) or (y) in the case of Competitive\n            Bid Borrowings, to the amount that would be the Reference Banks'\n            respective ratable shares of such Borrowing if such Borrowing were\n            to be a Revolving Credit Borrowing to be outstanding during such\n            Interest Period and for a period equal to such Interest Period\n            (subject, however, to the provisions of Section 2.08).\n\n                  \"EURO\" means the lawful currency of the European Union as\n            constituted by the Treaty of Rome which established the European\n            Community, as such treaty may be amended from time to time and as\n            referred to in the EMU legislation.\n\n            (d) Section 2.02 is amended (i) by deleting the phrase \"11:00 A.M.\n(New York City time) on the third Business Day\" in clause (x) and substituting\ntherefor the phrase \"10:00 A.M. (New York City time) on the second Business Day\"\nand (ii) by deleting the time \"11:00 A.M. (New York City time) in clause (z) and\nsubstituting therefor the time \"12:00 noon (New York City time)\".\n\n            (e) Section 2.10(a) is amended by deleting the phrase \"at least two\nBusiness Days prior to the date of such prepayment\" and substituting therefor\nthe phrase \"at least one Business Day prior to the date of such prepayment\".\n\n            (f) Section 5.02(a) is amended by (i) deleting the word \"and\" at the\nend of clause (x), (ii) adding the word \"and\" at the end of clause (xi) and\n(iii) adding a new clause (xii) to read as follows:\n\n                  (xii) any legal or contractual right of set-off or any\n            contractual right to charge the accounts of the Company or any of\n            its Consolidated Subsidiaries to effect the payment of amounts due\n            in respect of any Debt or financing arrangement.\n\n            (g) Section 6.01(d) is amended in full to read as follows:\n\n            (d) The Company or any of its Consolidated Subsidiaries shall fail\n            to pay any principal of or premium or interest on any Debt (but\n            excluding Debt outstanding hereunder and Debt owed solely to the\n            Company or to a Consolidated Subsidiary) of the Company or such\n            Consolidated Subsidiary (as the case may be), when the same becomes\n            due and payable (whether by scheduled maturity, required prepayment,\n            acceleration, demand or otherwise), and such failure shall continue\n            after the applicable grace period, if any, specified in the\n            agreement or instrument creating or evidencing such Debt; or any\n            other event shall occur or condition shall exist under any agreement\n            or instrument creating or evidencing any such Debt and shall\n            continue after the applicable grace period, if any, specified in\n            such agreement or instrument, if the effect of such event or\n            condition is to accelerate, or to permit the acceleration of, the\n            maturity of such Debt; or any such Debt shall be declared to be due\n            and payable, or required to be prepaid or redeemed (other than by a\n            regularly scheduled required prepayment or redemption), purchased or\n            defeased, or an offer to prepay, redeem, purchase or defease such\n            Debt shall be required to be made, in each case prior to the stated\n            maturity thereof; PROVIDED that the aggregate principal amount (or,\n            in the case of any payment default, failure or other event in\n            respect of a Hedge Agreement, the net amount due and payable under\n            such Hedge Agreement as of the date of such payment default, failure\n            or event) of all Debt as to which any such payment defaults (whether\n            or not at stated maturity thereof), failures or other events shall\n            have occurred and be continuing exceeds $10,000,000, PROVIDED,\n            FURTHER, that if any of the actions or events set forth above in\n            this subsection (d) shall be taken in respect of, or occur with\n            respect to, a Consolidated Subsidiary, such action or event shall\n            not be the basis for or give rise to an Event of Default under this\n            subsection (d) until five Business Days after the chief executive\n            officer, chief operation officer, principal financial officer or\n            principle accounting officer of the Company knows or has reason to\n            know of the occurrence of such action or event if (x) the assets or\n            revenues of such Consolidated Subsidiary and its Consolidated\n            Subsidiaries, taken as a whole, comprise 5% or less of the assets or\n            revenues, respectively, of the Company and its \n\n\n\n            Consolidated Subsidiaries, taken as a whole, and (y) the aggregate\n            assets and revenues of all Consolidated Subsidiaries otherwise\n            subject to such actions or events set forth above do not comprise\n            more than 15% of the assets or revenues, respectively, of the\n            Company and its Consolidated Subsidiaries taken as a whole; or\n\n            (h) Section 6.01(e) is amended in full to read as follows:\n\n                  (e) The Company or any of its Consolidated Subsidiaries shall\n            generally not pay its debts as such debts become due, or shall admit\n            in writing its inability to pay its debts generally, or shall make a\n            general assignment for the benefit of creditors; or any proceeding\n            shall be instituted by or against the Company or any of its\n            Consolidated Subsidiaries seeking to adjudicate it a bankrupt or\n            insolvent, or seeking liquidation, winding up, reorganization,\n            arrangement, adjustment, protection, relief, or composition of it or\n            its debts under any law relating to bankruptcy, insolvency or\n            reorganization or relief of debtors, or seeking the entry of an\n            order for relief or the appointment of a receiver, trustee,\n            custodian or other similar official for it or for any substantial\n            part of its property and, in the case of any such proceeding\n            instituted against it (but not instituted by it), either such\n            proceeding shall remain undismissed or unstayed for a period of 60\n            days, or any of the actions sought in such proceeding (including,\n            without limitation, the entry of an order for relief against, or the\n            appointment of a receiver, trustee, custodian or other similar\n            official for, it or for any substantial part of its property) shall\n            occur; or the Company or any of its Consolidated Subsidiaries shall\n            take any corporate action to authorize any of the actions set forth\n            above in this subsection (e); PROVIDED, that if any of the actions\n            or events set forth above in this subsection (e) shall be taken in\n            respect of, or occur with respect to, a Consolidated Subsidiary,\n            such action or event shall not be the basis for or give rise to an\n            Event of Default under this subsection (e) if (x) the assets or\n            revenues of such Consolidated Subsidiary and its Consolidated\n            Subsidiaries, taken as a whole, comprise 5% or less of the assets or\n            revenues, respectively, of the Company and its Consolidated\n            Subsidiaries, taken as a whole, and (y) the aggregate assets and\n            revenues of all Consolidated Subsidiaries otherwise subject to such\n            actions or events set forth above do not comprise more than 15% of\n            the assets or revenues, respectively, of the Company and its\n            Consolidated Subsidiaries taken as a whole; or\n\n            SECTION 2. CONDITIONS OF EFFECTIVENESS. This Amendment shall become\neffective as of the date first above written when, and only when, on or before\nJune 26, 2001 the Agent shall have received counterparts of this Amendment\nexecuted by the Borrower and the Required Lenders or, as to any of the Lenders,\nadvice satisfactory to the Agent that such Lender has executed this Amendment.\nThis Amendment is subject to the provisions of Section 8.01 of the Credit\nAgreement.\n\n            SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company\nrepresents and warrants as follows:\n\n                  (a) The Company is a corporation duly organized, incorporated,\n            validly existing and in good standing under the laws of the State of\n            Delaware, and has all corporate powers and all material governmental\n            licenses, authorizations, consents and approvals required to carry\n            on its business.\n\n                  (b) The execution, delivery and performance by the Company of\n            this Amendment and the Credit Agreement, as amended hereby, are\n            within the Company's corporate powers, have been duly authorized by\n            all necessary corporate action and do not contravene, or constitute\n            a default under, any provision of applicable law or regulation or\n            the certificate of incorporation of the company or any judgment,\n            injunction, order, decree, material agreement or other instrument\n            binding upon the Company or result in the creation or imposition of\n            any Lien on any asset of the \n\n\n\n            Company or any of its Consolidated Subsidiaries.\n\n                  (c) No authorization or approval or other action by, and no\n            notice to or filing with, any governmental authority or regulatory\n            body or any other third party is required for the due execution,\n            delivery or performance by the Company of this Amendment, the Credit\n            Agreement or any of the Notes to which it is or is to be a party, as\n            amended hereby.\n\n                  (d) This Amendment has been duly executed and delivered by the\n            Company. This Amendment and each of the Credit Agreement and the\n            Notes to which the Company is or is to be a party, as amended\n            hereby, are legal, valid and binding obligations of the Company,\n            enforceable against the Company in accordance with their respective\n            terms, subject to applicable bankruptcy, insolvency, reorganization,\n            moratorium or other laws affecting the rights of creditors generally\n            and subject to general principles of equity.\n\n                  (e) There is no action, suit, investigation, litigation or\n            proceeding pending against, or, to the knowledge of the Company,\n            threatened against the Company or any of its Consolidated\n            Subsidiaries before any court or arbitrator or any governmental\n            body, agency or official in which there is a significant probability\n            of an adverse decision that (i) would have a Material Adverse Effect\n            or (ii) purports to affect the legality, validity or enforceability\n            of this Amendment or the Credit Agreement or any Note, as amended\n            hereby, or the consummation of any of the transactions contemplated\n            hereby.\n\n            SECTION 4. Reference to and Effect on the Credit Agreement and the\nNotes. a) On and after the effectiveness of this Amendment, each reference in\nthe Credit Agreement to \"this Agreement\", \"hereunder\", \"hereof\" or words of like\nimport referring to the Credit Agreement, and each reference in the Notes to\n\"the Credit Agreement\", \"thereunder\", \"thereof\" or words of like import\nreferring to the Credit Agreement, shall mean and be a reference to the Credit\nAgreement, as amended by this Amendment.\n\n            (b) The Credit Agreement and the Notes, as specifically amended by\nthis Amendment, are and shall continue to be in full force and effect and are\nhereby in all respects ratified and confirmed.\n\n            (c) The execution, delivery and effectiveness of this Amendment\nshall not, except as expressly provided herein, operate as a waiver of any\nright, power or remedy of any Lender or the Agent under the Credit Agreement,\nnor constitute a waiver of any provision of the Credit Agreement.\n\n            SECTION 5. Costs and Expenses The Company agrees to pay on demand\nall reasonable costs and expenses of the Agent in connection with the\npreparation, execution, delivery and administration, modification and amendment\nof this Amendment and the other instruments and documents to be delivered\nhereunder (including, without limitation, the reasonable fees and expenses of\ncounsel for the Agent) in accordance with the terms of Section 9.04 of the\nCredit Agreement.\n\n            SECTION 6. Execution in Counterparts. This Amendment may be executed\nin any number of counterparts and by different parties hereto in separate\ncounterparts, each of which when so executed shall be deemed to be an original\nand all of which taken together shall constitute but one and the same agreement.\nDelivery of an executed counterpart of a signature page to this Amendment by\ntelecopier shall be effective as delivery of a manually executed counterpart of\nthis Amendment.\n\n            SECTION 7. Governing Law. This Amendment shall be governed by, and\nconstrued in accordance with, the laws of the State of New York.\n\n            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to\nbe executed by their respective officers thereunto duly authorized, as of the\ndate first above written.\n\n\n                                        THE INTERPUBLIC GROUP OF COMPANIES, INC.\n\n                                                    \n                                        By \n                                           -------------------------------------\n                                           Title:\n\n\n                                        CITIBANK, N.A.,\n                                        as Agent and as Lender\n\n                                        By \n                                           -------------------------------------\n                                           Title:\n\n\n                                        Bank of America, N.A.\n                                        ----------------------------------------\n                                        {TYPE OR PRINT NAME OF INSTITUTION}\n\n                                        By \n                                           -------------------------------------\n                                           Title:\n\n\n                                        Bank of New York\n                                        ----------------------------------------\n                                        {TYPE OR PRINT NAME OF INSTITUTION}\n\n                                        By \n                                           -------------------------------------\n                                           Title:\n\n\n                                        Suntrust Bank\n                                        ----------------------------------------\n                                        {TYPE OR PRINT NAME OF INSTITUTION}\n\n                                        By \n                                           -------------------------------------\n                                           Title:\n\n\n                                        Lloyds TSB Bank PLC\n                                        ----------------------------------------\n                                        {TYPE OR PRINT NAME OF INSTITUTION}\n\n                                        By \n                                           -------------------------------------\n                                           Title:\n\n\n                                        KeyBank National Association\n                                        ----------------------------------------\n                                        {TYPE OR PRINT NAME OF INSTITUTION}\n\n                                        By \n                                           -------------------------------------\n                                           Title:\n\n\n                                         HSBC Bank USA\n                                        ----------------------------------------\n                                        {TYPE OR PRINT NAME OF INSTITUTION}\n\n                                        By \n                                           -------------------------------------\n                                           Title:\n\n\n\n                                        Fleet National Bank\n                                        ----------------------------------------\n                                        {TYPE OR PRINT NAME OF INSTITUTION}\n\n                                        By \n                                           -------------------------------------\n                                           Title:\n\n\n                                        The Chase Manhattan Bank\n                                        ----------------------------------------\n                                        {TYPE OR PRINT NAME OF INSTITUTION}\n\n                                        By \n                                           -------------------------------------\n                                           Title:\n\n\n                                        Barclays Bank PLC\n                                        ----------------------------------------\n                                        {TYPE OR PRINT NAME OF INSTITUTION}\n\n\n                                        By \n                                           -------------------------------------\n                                           Title:\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846,7104,7545,8973],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9561,9560],"class_list":["post-41023","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-citigroup-inc","corporate_contracts_companies-fleetboston-financial-corp","corporate_contracts_companies-suntrust-banks-inc","corporate_contracts_industries-financial__banks","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41023","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41023"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41023"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41023"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41023"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}