EXHIBIT 10(i)(C)
AMENDMENT NO. 2 TO THE
AMENDED AND RESTATED 3-YEAR CREDIT AGREEMENT
Dated as of September 30, 2005
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED 3-YEAR CREDIT AGREEMENT (this
"Amendment"), dated as of September 30, 2005 among The Interpublic Group of
Companies, Inc., a Delaware corporation (the "Company"), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement
referred to below (collectively, the "Lenders") and Citibank, N.A., as agent
(the "Agent") for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Company, the Lenders and the Agent have entered into a
3-Year Credit Agreement dated as of May 10, 2004, as amended and restated as of
September 27, 2005 and further amended as of October 17, 2005 (the "Credit
Agreement"). Capitalized terms used in this Amendment and not otherwise defined
in this Amendment shall have the same meanings as specified in the Credit
Agreement.
(2) The Company, the Required Lenders and the Agent have agreed to
amend the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement. The Credit Agreement is,
effective as of the date set forth above and subject to the satisfaction of the
conditions precedent set forth in Section 2, hereby amended as follows:
(a) Clause (j) of the definition of "EBITDA" in Section 1.01 is
amended in full to read as follows:
(j) non-cash, non-recurring long-lived asset and investment
impairment charges in an amount not to exceed $500,000,000 in or
after the fiscal period ending September 30, 2004.
(b) Section 5.03(a) is amended by deleting the ratio "2.15 to 1" set
opposite the date September 30, 2005 and substituting therefor the ratio
"1.95 to 1".
(c) Section 5.03(b) is amended by deleting the ratio "5.20 to 1" set
opposite the date September 30, 2005 and substituting therefor the ratio
"5.70 to 1".
(d) Section 5.03(c) is amended by deleting the figure "$435,000,000"
set opposite the date September 30, 2005 and substituting therefor the
figure "$400,000,000".
SECTION 2. Conditions of Effectiveness. This Amendment shall become
effective as of the date first above written when, and only when, the Agent
shall have received counterparts of this Amendment executed by the Company and
the Required Lenders or, as to any of the Lenders, advice satisfactory to the
Agent that such Lender has executed this Amendment.
SECTION 3. Representations and Warranties of the Company. The
Company represents and warrants as follows:
(a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
organization, and has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business.
(b) The execution, delivery and performance by the Company of this
Amendment and the Credit Agreement and each of the Notes, as amended
hereby, are within the Company's corporate powers, have been duly
authorized by all necessary corporate action, and do not contravene, or
constitute a default under, any provision of applicable law or regulation
or of the certificate of incorporation of the Company or of any judgment,
injunction, order, decree, material agreement or other instrument binding
upon the Company or result in the creation or imposition of any Lien on
any asset of the Company or any of its Consolidated Subsidiaries.
(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 the Company of this Amendment or the Credit Agreement and
the Notes, as amended hereby.
(d) This Amendment has been duly executed and delivered by the
Company. This Amendment and each of Credit Agreement and the Notes, as
amended hereby, to which the Company is a party are legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the rights
of creditors generally and subject to general principles of equity.
(e) There is no action, suit, investigation, litigation or
proceeding pending against, or to the knowledge of the Company, threatened
against the Company or any of its Consolidated Subsidiaries before any
court or arbitrator or any governmental body, agency or official in which
there is a significant probability of an adverse decision that (i) would
have a Material Adverse Effect or (ii) purports to affect the legality,
validity or enforceability of this Amendment, the Credit Agreement or any
Note or the consummation of the transactions contemplated hereby.
SECTION 4. Reference to and Effect on the Credit Agreement and the
Notes. (a) On and after the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and
each reference in the Notes to "the Credit Agreement",
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"thereunder", "thereof" or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment.
(b) The Credit Agreement and the Notes, as specifically amended by
this Amendment, are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Agent under the Credit
Agreement, nor constitute a waiver of any provision of the Credit
Agreement.
SECTION 5. Costs and Expenses. The Company agrees to pay on demand
all costs and expenses of the Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.
SECTION 6. Execution in Counterparts. This Amendment 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 but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 7. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By /s/ Ellen Johnson
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Title: Senior Vice President and Treasurer
CITIBANK, N.A.,
as Agent and as Lender
By /s/ Matias A. Cruces
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Title: Vice President
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JPMORGAN CHASE BANK, N.A.
By /s/ George Catallo
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Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By /s/ Donald F. Carmichael, Jr.
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Title: Vice President
LLOYDS TSB BANK PLC
By /s/ Nicholas J. Bruce
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Title: Vice President
By /s/ Deborah Carlson
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Title: Vice President & Manager
HSBC BANK USA
By /s/ Robert Elms
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Title: Vice President
ING CAPITAL LLC
By /s/ Bill James
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Title: Managing Director
UBS LOAN FINANCE LLC
By /s/ Joselin Fernandes
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Title: Associate Director
By /s/ Sailoz Sikka
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Title: Associate Director
SUNTRUST BANK
By /s/ Katherine L. Bass
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Title: Vice President
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MORGAN STANLEY BANK
By /s/ Daniel Twenge
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Title: Vice President
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