AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT
DATED AS OF AUGUST 20, 1991 BY AND AMONG
THE INTERPUBLIC GROUP OF COMPANIES, INC.,
McCANN-ERICKSON ADVERTISING OF CANADA LTD.,
MacLAREN LINTAS INC., THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA AND PRUDENTIAL PROPERTY
AND CASUALTY INSURANCE COMPANY
AMENDMENT No. 4 dated as of May 19, 1994 to a Note Purchase
Agreement dated as of August 20, 1991 (the "Note Purchase
Agreement") by and among The Interpublic Group of Companies,
Inc., McCann-Erickson Advertising of Canada Ltd., MacLaren Lintas
Inc., The Prudential Insurance Company of America and Prudential
Property and Casualty Insurance Company.
The parties hereto desire to amend the Note Purchase
Agreement subject to the terms and conditions of this Amendment,
as hereinafter provided. Accordingly, the parties hereto agree
as follows:
1. DEFINITIONS. Unless otherwise specifically defined
herein, each term used herein which is defined in the Note
Purchase Agreement shall have the meaning assigned to such term
in the Note Purchase Agreement. Each reference to "hereof,"
"hereunder," "herein" and "hereby" and each other similar
reference and each reference to "this Note Purchase Agreement"
and each other similar reference contained in the Note Purchase
Agreement shall from and after the date hereof refer to the Note
Purchase Agreement as amended hereby.
2. AMENDMENTS.
A. Clause (i) of Section 5A of the Note Purchase Agreement
is hereby amended to read in its entirety as follows:
"(i) as soon as practicable and in any event within 50
days after the end of each quarterly period (other than the
last quarterly period) in each fiscal year, an unaudited
consolidated statement of income and retained earnings and
statement of cash flows of the Company and its Consolidated
Subsidiaries for the period from the beginning of the
current fiscal year to the end of such quarterly period, and
an unaudited consolidated balance sheet of the Company and
its Consolidated Subsidiaries as at the end of such
quarterly period, setting forth in each case in comparative
form figures for the corresponding period in the preceding
fiscal year, all in reasonable detail and certified, subject
to changes resulting from year-end adjustments, as to
fairness of presentation, generally accepted accounting
principles (other than as to footnotes) and consistency by
the chief financial officer or chief accounting officer of
the Company (except to the extent of any change described
therein and permitted by generally accepted accounting
principles);"
B. Section 6A of the Note Purchase Agreement is hereby
amended to read in its entirety as follows:
"6A. CASH FLOW TO TOTAL BORROWED FUNDS. The Company
will not permit the ratio of Cash Flow to Total Borrowed Funds to
be less than 0.25 for any consecutive four quarters, such ratio
to be calculated at the end of each fiscal quarter, on a
trailing four quarter basis."
C. Section 6B of the Note Purchase Agreement is hereby
amended to read in its entirety as follows:
"6B. TOTAL BORROWED FUNDS TO CONSOLIDATED NET WORTH.
The Company will not permit Total Borrowed Funds to exceed 85% of
Consolidated Net Worth at the end of any quarter."
D. Section 6C of the Note Purchase Agreement is hereby
amended to read in its entirety as follows:
"6C. MINIMUM CONSOLIDTAED NET WORTH. The Company will
not permit Consolidated Net Worth at any time to be less than the
sum of (i) $250,000,000 and (ii) 25% of the consolidated net
income of the Company for all fiscal quarters ending on or after
December 31, 1990 in which consolidated net income is a positive
number."
E. The definitions of "Cash Flow" and "Consolidated Net
Worth" set forth in Section 11B of the Note Purchase Agreement
are each hereby amended to read in their entireties as follows:
"'CASH FLOW' shall mean the sum of net income (plus any
amount by which net income has been reduced by reason of the
recognition of post-retirement and post-employment benefit
costs prior to the period in which such benefits are paid),
depreciation expenses, amortization costs and changes in
deferred taxes."
"'CONSOLIDATED NET WORTH' shall mean, at any date, the
consolidated stockholders' equity of the Company and its
Consolidated Subsidiaries as such appear on the financial
statements of the Company determined in accordance with
generally accepted accounting principles ((i) plus any
amount by which retained earnings has been reduced by reason
of the recognition of post-retirement and post-employment
benefit costs prior to the period in which such benefits are
paid and (ii) without taking into account the effect of
cumulative translation adjustments)."
3. MISCELLANEOUS. Except as specifically amended above,
the Note Purchase Agreement shall remain in full force and
effect.
4. GOVERNING LAW. This Amendment shall be construed and
enforced in accordance with, and the rights of the parties shall
be governed by, the law of the State of New York.
5. COUNTERPARTS. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
Very truly yours,
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
McCANN-ERICKSON ADVERTISING OF
CANADA LTD.
By: THOMAS BECKETT
THOMAS BECKETT
Senior Vice President and
Chief Financial Officer
MacLAREN LINTAS INC.
By: ERWIN BUCK
ERWIN BUCK
Chief Financial Officer
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: GAIL McDERMOTT
GAIL McDERMOTT
Vice President
PRUDENTIAL PROPERTY AND
CASUALTY INSURANCE COMPANY
By: CHARLES KING
CHARLES KING
Vice President