AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT, dated as of April 1, 1995 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 30, 1992, as amended on April 30, 1993, October 5, 1993,
and August 15, 1994 (the "Agreement") between THE INTERPUBLIC
GROUP OF COMPANIES, INC. (the "Borrower") and THE BANK OF NEW
YORK (the "Bank").
The parties hereto desire to amend the 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
Agreement shall have the meaning assigned to such term
in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this
Agreement" and each other similar reference contained
in the Agreement and in each of the documents relating
to the Agreement shall from and after the date hereof
refer to the Agreement as amended hereby.
2. AMENDMENTS.
A. The definition of "Termination Date" set forth in
Section 1.1 of the Agreement is hereby amended to
read in its entirety as follows:
"Termination Date" means December 1, 1997 or such
later date to which the Commitment is extended in
accordance with Section 2.13 hereof.
B. Section 2.1 of the Agreement is hereby amended by
replacing the number "$10,000,000" with the number
"$15,000,000".
C. The definition of "CD Margin" set forth in Section
2.5(B) of the Agreement is hereby amended to read
in its entirety as follows:
The "CD Margin" means on any date from and after
April 1, 1995 (i) .425%, if at the end of each of
the two most recently completed fiscal quarters
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the Borrower's ratio of Total Borrowed Funds to
Consolidated Net Worth was equal to or less than
.40 to 1 and the Borrower's ratio of Cash Flow to
Total Borrowed Funds was equal to or greater than
.50 to 1; or (ii) .525%, if (a) the conditions of
clause (i) have not been satisfied and (b) at the
end of each of the two most recently completed
fiscal quarters the Borrower's ratio of Total
Borrowed Funds to Consolidated Net Worth was equal
to or less than .70 to 1 and the Borrower's ratio
of Cash Flow to Total Borrowed Funds was equal to
or greater than .35 to 1; or (iii) 5/8 of 1%, if
the conditions set forth in both clauses (i) and
(ii) are not satisfied.
D. The definition of "Euro-Dollar Margin" set forth
in Section 2.5(C) of the Agreement is hereby
amended to read in its entirety as follows:
The "Euro-Dollar Margin" means on any date from
and after April 1, 1995 (i) 3/10 of 1%, if at the
end of each of the two most recently completed
fiscal quarters the Borrower's ratio of Total
Borrowed Funds to Consolidated Net Worth was equal
to or less than .40 to 1 and the Borrower's ratio
of Cash Flow to Total Borrowed Funds was equal to
or greater than .50 to 1; or (ii) 4/10 of 1%, if
(a) the conditions of clause (i) have not been
satisfied and (b) at the end of each of the two
most recently completed fiscal quarters the
Borrower's ratio of Total Borrowed Funds to
Consolidated Net Worth was equal to or less than
.70 to 1 and the Borrower's ratio of Cash Flow to
Total Borrowed Funds was equal to or greater than
.35 to 1; or (iii) 1/2 of 1%, if the conditions
set forth in both clauses (i) and (ii) are not
satisfied.
E. Section 2.6 of the Agreement is hereby amended to
read in its entirety as follows:
2.6 FEES. The Borrower shall pay to the Bank a
commitment fee on the unused portion of the
Commitment. The per annum commitment fee shall be
on any date from and after April 1, 1995 (i) 1/8
of 1% of the unused portion of the Commitment, if
at the end of each of the two most recently
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completed fiscal quarters the Borrower's ratio of
Total Borrowed Funds to Consolidated Net Worth was
equal to or less than .40 to 1 and the Borrower's
ratio of Cash Flow to Total Borrowed Funds was
equal to or greater than .50 to 1; or (ii) .15% of
the unused portion of the Commitment, if (a) the
conditions of clause (i) have not been satisfied
and (b) at the end of each of the two most
recently completed fiscal quarters the Borrower's
ratio of Total Borrowed Funds to Consolidated Net
Worth was equal to or less than .70 to 1 and the
Borrower's ratio of Cash Flow to Total Borrowed
Funds was equal to or greater than .35 to 1 or
(iii) .18% of the unused portion of the
Commitment, if the conditions set forth in both
clauses (i) and (ii) are not satisfied. Such fees
shall accrue from April 1, 1995 to and including
the Termination Date and shall be payable
quarterly in arrears on the last day of each
December, March, June, and September and on any
date on which the Commitment is terminated or
otherwise reduced.
F. Section 5.4(B) of the Agreement is hereby amended
to read in its entirety as follows:
"Since December 31, 1991 there has been no
material adverse change in the business, financial
position or results of operations of the Borrower
and its Consolidated Subsidiaries, considered as a
whole, other than as a result of the recognition
of post-retirement and post-employment costs prior
to the period in which such benefits are paid and
the recording of the restructuring charge in the
fourth quarter of 1994."
3. Agreement as Amended. Except as expressly amended
hereby, the Agreement shall continue in full force and
effect in accordance with the terms thereof.
4. REPRESENTATIONS AND WARRANTIES. The Borrower
represents and warrants to the Bank that: (i) it has
full power and authority to enter into this Amendment
and to carry out the transactions contemplated by, and
perform its obligations under the Agreement as amended
hereby; (ii) the execution and delivery of this
Amendment and the performance of the Agreement as
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amended hereby have been duly authorized by all
necessary corporate action of the Borrower; (iii) the
representations and warranties contained in this
Agreement are true and correct as of the date hereof;
and (iv) as of the date hereof, no Default or Event of
Default has occurred and is continuing.
5. GOVERNING LAW. This Amendment, and the Agreement as
amended hereby, shall be construed in accordance with
and governed by the laws of the State of New York.
6. SEVERABILITY. In case any one or more of the
provisions contained in this Amendment should be
invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be
affected or impaired thereby.
7. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall constitute
an original but all of which when taken together shall
constitute one and the same instrument.
8. EFFECTIVENESS. This Amendment shall become effective
as of April 1, 1995 upon receipt by the Bank of all of
the following documents, in form and substance
satisfactorily to the Bank:
(a) counterparts of this Amendment duly executed by
each of the parties hereto;
(b) a duly executed, amended and restated Note, dated
as of April 1, 1995, in the principal amount of
U.S. $15,000,000;
(c) certified copies, each dated as of April 1, 1995,
of (i) all corporate action taken by the Borrower
approving this Amendment, the amended and restated
Note and the matters contemplated hereby and
thereby and (ii) such other corporate documents
and papers as the Bank may reasonably request;
(d) a certificate of a duly authorized officer of the
Borrower, dated as of April 1, 1995, as to the
incumbency, and setting forth a specimen
signature, of each of the persons (i) who has
signed this Amendment and the amended and restated
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Note on behalf of the Borrower; and (ii) who will,
until replaced by other persons duly authorized
for that purpose, act as the representatives of
the Borrower for the purpose of signing documents
in connection with the Agreement, as amended
hereby and the transactions contemplated hereby
and thereby; and
(e) an opinion of counsel to the Borrower, dated the
date of receipt by the Bank, to the effect that
this Amendment and the amended and restated Note
have been duly authorized, executed and delivered
by the Borrower and confirming the opinion of such
counsel furnished to the Bank pursuant to Section
3.2 of the Agreement with references therein to
the Agreement to mean the Agreement as amended by
this Amendment and with references thereon to the
Note(s) to mean and include the amended and
restated Note.
9. Miscellaneous. Upon the effectiveness of this
Amendment, on and after the date hereof, each reference
in the Agreement to "the Note" or "the Notes" shall
mean and include the amended and restated Note
delivered by the Borrower to the Bank pursuant to
Section 8 hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their duly authorized officers as of the day
and year first above written.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
BANK OF NEW YORK
HOWARD F. BASCOM, JR.
HOWARD F. BASCOM, JR.
Vice President