AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT
DATED AS OF AUGUST 20, 1991 BY AND AMONG THE INTERPUBLIC GROUP
OF COMPANIES, INC., MACLAREN ▇▇▇▇▇▇ CANADA INC. (SUCCESSOR BY
AMALGAMATION TO ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ADVERTISING OF CANADA LTD.
AND MacLAREN:LINTAS INC.), THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA AND PRUDENTIAL PROPERTY AND CASUALTY INSURANCE
COMPANY ("PRUDENTIAL").
AMENDMENT NO. 5, dated August 3, 1995 to a Note Purchase
Agreement dated as of August 20, 1991 (the "Note Purchase
Agreement") by and among The Interpublic Group of Companies, Inc.
(the "Company"), MacLaren ▇▇▇▇▇▇ Canada Inc. (successor by
amalgamation to ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Advertising of Canada Ltd. and
MacLaren:Lintas Inc.), The Prudential Insurance Company of
America ("Prudential"). Capitalized terms used herein without
definition have the meanings ascribed to such terms in the Note
Purchase Agreement.
Whereas, Prudential is the current holder of the Notes issued
under the Note Purchase Agreement; now, therefore, the parties
agree as follows:
Section 1. AMENDMENTS. Sections 6C and 11B are hereby
amended by deleting the minimum net worth
covenant and the definition for the term
"Cash Flow"; and replacing them with the
following:
(a) "6C. Minimum Consolidated Net Worth. The Company
will not permit Consolidated Net Worth at any time
to be less than the sum of (i) $550,000,000 and
(ii) 25% of the consolidated net income of the
Company for all fiscal quarters ending after
December 31, 1994 in which consolidated net income
is positive."
(b) "11B. "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
PAGE
prior to the period in which such benefits are
paid), depreciation expenses, amortization costs
and changes in deferred taxes, PROVIDED that such
sum shall not be adjusted for any increase or
decrease in deferred taxes resulting from Quest &
Associates, Inc., a Subsidiary of the Company,
investing in a portfolio of computer equipment
leases (it being further understood that such
increase or decrease in deferred taxes relating to
lease investment transactions shall not exceed
$25,000,000)."
( c) Section 6D is also hereby amended by deleting the
word "and" at the end of Section 6D(x),
renumbering clause 6D(xi) so that it becomes
6D(xii), and adding a new provision immediately
preceding the renumbered 6D(xii) to read in its
entirety as follows:
"(xi)" any Lien(s) on any asset of Quest &
Associates, Inc., a Subsidiary of the Company,
created in connection with the August 1995
investment by Quest & Associates, Inc., in a
portfolio of computer equipment leases; and".
Section 2. MISCELLANEOUS. Except as specifically
amended above, the Note Purchase Agreement
shall remain in full force and effect.
Section 3. 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.
Section 4. 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.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
PAGE
Sincerely,
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President and
Treasurer
MacLAREN ▇▇▇▇▇▇ CANADA INC.
By: ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
THE PRUDENTIAL PROPERTY AND
CASUALTY INSURANCE COMPANY
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
