EXHIBIT 10.1
EXECUTION COPY
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SUBSIDIARY GUARANTY
BY
Certain Subsidiaries of
The Interpublic Group of Companies, Inc.
IN FAVOR OF
The Lenders Referred to Herein
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Dated as of August 15, 2003
TABLE OF CONTENTS
Page
Section 1. Guaranty...........................................1
Section 2. Guaranty Absolute..................................2
Section 3. Waivers............................................3
Section 4. Subrogation........................................4
Section 5. Representations and Warranties.....................4
Section 6. Further Assurances.................................5
Section 7. No Waiver..........................................5
Section 8. Amendments, Etc....................................5
Section 9. Addition and Removal of Guarantors.................5
Section 10. Notices............................................6
Section 11. Continuing Guaranty; Transfer of Notes.............6
Section 12. Severability.......................................6
Section 13. Governing Law; Jurisdiction........................6
Section 14. Taxes..............................................7
Section 15. Execution in Counterparts..........................7
Section 16. Waiver of Jury Trial...............................8
EXHIBITS
Exhibit A Form of Amended and REstated Subsidiary Guaranty
Exhibit B Accession Agreement
GUARANTY
This GUARANTY (this "Guaranty"), dated as of August 15, 2003, is made
by the subsidiaries of The Interpublic Group of Companies, Inc. (the "Borrower")
set forth on the signature pages hereof (each, a "Guarantor", and, collectively,
the "Guarantors"), in favor of the Lenders (as defined below) (each of the
Lenders, a "Guaranteed Party", and, collectively, the "Guaranteed Parties").
WHEREAS, the Borrower has entered into a Five-Year Credit Agreement
dated as of June 27, 2000 and a 364-Day Credit Agreement dated as of May 15,
2003 (together, as amended, supplemented or otherwise modified through the date
hereof, the "Credit Agreements") with the banks, financial institutions and
other institutional lenders parties thereto (collectively, the "Revolver
Lenders") and Citibank, N.A., as agent for the Revolver Lenders (Citibank, N.A.,
as agent, and the Revolver Lenders are collectively referred to herein as the
"Lenders"); and
WHEREAS, the Borrower and the Guarantors are affiliates engaged in
related businesses and the Guarantors (i) may have received and may receive a
portion of the loans extended under the Credit Agreements, (ii) may be entitled
to borrow directly under the Credit Agreements, (iii) from time to time receive
guarantees from the Borrower in the ordinary course of business and with respect
to their own indebtedness and (vi) will have derived other substantial direct
and indirect economic benefit from the Credit Agreements and therefore are
willing to guarantee the Obligations (as hereinafter defined);
NOW THEREFORE, in consideration of the foregoing, the Guarantors
hereby agree with and for the benefit of each Guaranteed Party as follows:
SECTION 1. Guaranty.
(a) The Guarantors hereby unconditionally and irrevocably, jointly and
severally, guarantee, as a guarantee of payment and not of collection, the
prompt performance and payment in full by the Borrower when due (whether at
stated maturity, by acceleration or otherwise) of all payment obligations
of the Borrower under the Credit Agreements, whether direct or indirect,
absolute or contingent, and whether for principal, interest, fees, breakage
costs, expenses, indemnification or otherwise (the "Obligations").
The Guarantors further agree to pay all costs, fees and expenses
(including, without limitation, reasonable fees of outside counsel)
incurred by any Guaranteed Party in enforcing any rights under this
Guaranty. If the Borrower fails to pay any of the Obligations in full when
due (whether at stated maturity, by acceleration or otherwise) and any
grace period for payment of any such Obligation has expired, the
Guarantors, jointly and severally, agree to pay the unpaid portion of such
Obligation within 2 business days after receipt by each of them of written
demand from the applicable Guaranteed Party.
(b) Each Guarantor, and by its acceptance of this Guaranty, each
Guaranteed Party, hereby confirms that it is the intention of all such
persons that this Guaranty and the obligations of each Guarantor hereunder
not constitute a fraudulent transfer or conveyance for purposes of any
applicable law relating to bankruptcy, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or
state law to the extent applicable to this Guaranty and the obligations of
each Guarantor hereunder. To effectuate the foregoing intention, the
Guaranteed Parties and the Guarantors hereby irrevocably agree that the
obligations of each Guarantor under this Guaranty at any time shall be
limited to the maximum amount as will result in the obligations of such
Guarantor under this Guaranty not constituting a fraudulent transfer or
conveyance.
(c) Each Guarantor hereby unconditionally and irrevocably agrees that
in the event any payment shall be required to be made to any Guaranteed
Party under this Guaranty, such Guarantor will contribute, to the maximum
extent permitted by law, amounts to each other Guarantor with respect to
any such payment.
SECTION 2. Guaranty Absolute.
(a) The obligations of the Guarantors are joint and several and are
those of a primary obligor, and not merely a surety, and are independent of
the Obligations. A separate action or actions may be brought against any
Guarantor whether or not an action is brought against the Borrower, any
other guarantor or other obligor in respect of the Obligations or whether
the Borrower, any other guarantor or any other obligor in respect of the
Obligations is joined in any such action or actions.
(b) The liability of the Guarantors under this Guaranty shall be
absolute and unconditional irrespective of, and each Guarantor hereby
irrevocably waives, to the extent permitted by applicable law, any defenses
it may now have or hereafter acquire relating to any or all of the
following:
(i) any lack of genuineness, validity, legality or enforceability
of the Credit Agreements or any other document, agreement or
instrument relating thereto or any assignment or transfer of any
thereof;
(ii) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Obligations, or any waiver,
indulgence, compromise, renewal, extension, amendment, modification
of, or addition, consent, supplement to, or consent to departure from,
or any other action or inaction under or in respect of, the Credit
Agreements or any other document, instrument or agreement relating to
the Obligations or any other instrument or agreement referred to
therein or any assignment or transfer of any thereof;
(iii) any release or partial release of any other guarantor or
other obligor in respect of the Obligations;
(iv) any exchange, release or non-perfection of any collateral
for all or any of the Obligations, or any release, or amendment or
waiver of, or consent to departure from, any guaranty or security, for
all or any of the Obligations;
(v) any furnishing of any additional security for any of the
Obligations;
(vi) the liquidation, bankruptcy, insolvency or reorganization of
the Borrower, any other guarantor or other obligor in respect of the
Obligations or any action taken with respect to this Guaranty by any
trustee or receiver, or by any court, in any such proceeding; or
(vii) any other circumstance which might otherwise constitute a
defense available to, or a legal or equitable discharge of, any
Guarantor.
(c) This Guaranty shall continue to be effective or be reinstated, as
the case may be, if at any time payment or performance of the Obligations,
or any part thereof, is, upon the insolvency, bankruptcy or reorganization
of the Borrower or any Guarantor or otherwise pursuant to applicable law,
rescinded or reduced in amount or must otherwise be restored or returned by
any Guaranteed Party, all as though such payment or performance had not
been made.
SECTION 3. Waivers.
(a) To the extent permitted by applicable law, each Guarantor hereby
unconditionally and irrevocably waives promptness, diligence, notice of
acceptance and any and all other notices with respect to any of the
Obligations and this Guaranty, other than the notice provided for in
Section 1 hereof, and any requirement that any Guaranteed Party protect,
secure, perfect or insure any security interest in or any lien on any
property subject thereto or exhaust any right or take any action against
the Borrower, any other guarantor or any other person or any collateral or
security or any balance of any deposit accounts or credit on the books of
any of the Lenders in favor of the Borrower or any Guarantor.
(b) Each Guarantor hereby unconditionally and irrevocably waives any
right to revoke this Guaranty and acknowledges that this Guaranty is
continuing in nature and applies to all Obligations, whether existing now
or in the future.
(c) Each Guarantor hereby unconditionally and irrevocably waives (i)
any defense arising by reason of any claim or defense based upon an
election of remedies by any Guaranteed Party that in any manner impairs,
reduces, releases or otherwise adversely affects the subrogation,
reimbursement, exoneration, contribution or indemnification rights of such
Guarantor or other rights of such Guarantor to proceed against the
Borrower, any other guarantor or any other person or any collateral and
(ii) any defense based on any right of set-off or counterclaim against or
in respect of the obligations of such Guarantor hereunder.
(d) Each Guarantor hereby unconditionally and irrevocably waives any
duty on the part of any Guaranteed Party to disclose to such Guarantor any
matter, fact or thing relating to the business, condition (financial or
otherwise), operations, performance, properties or prospects of the
Borrower or any of its subsidiaries now or hereafter known by such
Guaranteed Party.
(e) Each Guarantor acknowledges that it will receive substantial
direct and indirect benefits from the financing arrangements contemplated
by the Credit Agreements and that the waivers set forth in Section 2 and
this Section 3 are knowingly made in contemplation of such benefits.
SECTION 4. Subrogation. The Guarantors will not exercise any rights
which they may acquire by way of rights of subrogation under this Guaranty, by
any payment made hereunder or otherwise, until the latest of (i) all the
Obligations shall have been irrevocably paid in full and in cash and (ii) the
Credit Agreements shall have been terminated.
SECTION 5. Representations and Warranties. The Guarantors jointly and
severally represent and warrant to the Guarantied Parties as follows:
(a) Existence and Power. Each Guarantor is a corporation or limited
liability company, as the case may be, duly formed and validly existing
under the laws of the jurisdiction indicated on the signature pages hereof
opposite its name, is in good standing in such jurisdiction and has all
requisite power and authority to own its property and to carry on its
business as now conducted.
(b) Authority. Each Guarantor has full power and authority to execute
and deliver this Guaranty and to perform its obligations hereunder, all of
which have been duly authorized by all proper and necessary action of the
Guarantor.
(c) Authority of Officers. The officer of each Guarantor who is
executing this Guaranty is properly in office and is duly authorized to
execute the same.
(d) Binding Agreement. This Guaranty constitutes the legal, valid and
binding obligation of each Guarantor enforceable against it in accordance
with its terms except as such enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of
creditors' rights generally.
(e) Litigation. There are no actions, suits or arbitration proceedings
pending or, to the knowledge of any Guarantor, threatened against any
Guarantor, at law or in equity, which, individually or in the aggregate, if
adversely determined, would materially adversely affect the financial
condition of any Guarantor or materially impair the ability of such
Guarantor to perform its obligations under this Guaranty.
(f) No Conflicting Law or Agreements. The execution, delivery and
performance by each Guarantor of this Guaranty (i) do not violate any
provision of the articles of incorporation or by-laws (or equivalent
constituent documents) of such Guarantor; (ii) do not violate in any
material respect any order, decree or judgment, or any provision of any
statute, rule or regulation applicable to or binding on such Guarantor or
any of its property; and (iii) do not violate or conflict with, result in a
breach of or constitute (with notice or lapse of time or both) a material
default under, any material mortgage, indenture, contract or other material
agreement to which such Guarantor is a party, or by which any of its
property is bound.
SECTION 6. Further Assurances. The Guarantors agree that at any time
and from time to time, at the expense of the Guarantors, the Guarantors will
promptly execute and deliver all further instruments and documents, and take all
further action, that may be necessary or desirable, or that the Guaranteed
Parties may reasonably request, to enable the Guaranteed Parties to protect and
to exercise and enforce their respective rights and remedies hereunder.
SECTION 7. No Waiver. No failure on the part of any Guaranteed Party
to exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.
SECTION 8. Amendments, Etc. Except as set forth in Section 9 hereof,
no amendment or waiver of any provision of this Guaranty, nor consent to any
departure by the Guarantors herefrom, shall in any event be effective unless the
same shall be in writing and signed by (a) each Guarantor and (b) so long as the
Credit Agreements are in effect, Citibank, N.A., acting at the direction of the
Required Lenders under (and as defined in) each such Credit Agreement; provided,
however, that if at any time it becomes necessary for this Guaranty to be
qualified under the Trust Indenture Act of 1939, as amended, this Guaranty may
be amended without any further action on the part of any Guarantor or any
Guaranteed Party in order to incorporate such provisions as would cause it to be
so qualified; and provided further that this Guaranty may be amended at any time
without any further action on the part of any Guarantor or any Guaranteed Party
substantially in the form attached hereto as Exhibit A. Any amendment, waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which made or given.
SECTION 9. Addition and Removal of Guarantors.
(a) In the event that any Guarantor is dissolved or ceases to be a
consolidated subsidiary of the Borrower, (i) such Guarantor shall,
automatically and without any further action on behalf any of the
Guarantors or the Guaranteed Parties, cease to be a Guarantor and (ii) the
definition of "Guarantor" shall, automatically and without any further
action on behalf of any of the Guarantors or the Guaranteed Parties, be
amended to remove such Guarantor therefrom.
(b) In the event that any consolidated subsidiary of the Borrower
wishes to become a Guarantor, such consolidated subsidiary shall execute
and deliver an accession agreement substantially in the form of Exhibit B
hereto (an "Accession Agreement"). Upon execution and delivery of such
Accession Agreement, and without any further action on behalf of any of the
Guarantors or the Guaranteed Parties, (i) such consolidated subsidiary
shall become a Guarantor and (ii) the definition of "Guarantor" shall
automatically be amended to include such consolidated subsidiary therein,
in each case as of the date of such Accession Agreement.
SECTION 10. Notices. All notices, requests and other communications
provided for hereunder shall be in writing and mailed by overnight delivery,
transmitted by facsimile or hand delivered:
(i) if to any of the Lenders, addressed x/x Xxxxxxxx, N.A., Xxx
Xxxxx Xxx, Xxxxx 000, Xxx Xxxxxx, XX 00000, Attention: May Xxxx
(Facsimile: (000) 000-0000);
(ii) if to the Guarantors, at their respective addresses set
forth on the signature page hereof, with a copy to the Borrower at
0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Vice
President and Treasurer (Facsimile: (000) 000-0000);
or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties. All such notices and other
communications shall be effective (x) upon receipt thereof, when mailed by
overnight delivery or hand delivered or (y) upon receipt of confirmation of
facsimile transmission, when transmitted by facsimile.
SECTION 11. Continuing Guaranty; Transfer of Notes. This Guaranty is a
continuing guaranty and shall (a) remain in full force and effect until the
latest of (i) payment in full of the Obligations and all other amounts payable
under this Guaranty and (ii) the termination of the Credit Agreements; (b) be
binding upon the Guarantors and their respective successors and assigns; and (c)
inure to the benefit of the Guaranteed Parties and their respective successors
and assigns. Without limiting the generality of clause (c) of the immediately
preceding sentence, if any Revolver Lender assigns or otherwise transfers all or
any portion of its rights and obligations under the applicable Credit Agreement
(including, without limitation, all or any portion of its commitments, the
advances owing to it and the note or notes held by it) to any other person in
accordance with the terms thereof, then such other person shall thereupon become
vested with all the benefits in respect of such transferred rights and
obligations granted to such Guaranteed Party herein.
SECTION 12. Severability. If for any reason any provision or
provisions hereof are determined to be invalid and contrary to any existing or
future law, such invalidity shall not, to the fullest extent permitted by law,
impair the operation of or effect of those portions of this Guaranty that are
valid.
SECTION 13. Governing Law; Jurisdiction.
(a) This Guaranty shall be governed by, and construed and enforced in
accordance with, the law of the State of New York.
(b) Any legal action or proceeding with respect to this Guaranty may
be brought in the courts of the State of New York or of the United States
of America for the Southern District of New York, and by execution and
delivery of this Guaranty, each Guarantor hereby consents, for itself and
in respect of its property, to the non-exclusive jurisdiction of the
aforesaid courts. To the fullest extent permitted by law, each Guarantor
hereby irrevocably waives any objection, including without limitation, any
objection to the laying of venue or based on the grounds of forum non
conveniens, which it may now or hereafter have to the bringing of any
action or proceeding in such jurisdiction in respect of this Guaranty or
any document related hereto. Notwithstanding any of the foregoing, any
suit, action or proceeding against the Guarantors based on this Guaranty
may be instituted by any Guaranteed Party in any court of competent
jurisdiction.
SECTION 14. Taxes. All payments to be made by a Guarantor under this
Guaranty shall be made without set-off or counterclaim and without deduction for
any taxes unless such Guarantor is required by law to make payments subject to
such taxes. All taxes in respect of payments made under this Guaranty payable by
a Guarantor shall be paid by such Guarantor when due and in any event prior to
the date on which penalties attach thereto. Such Guarantor will indemnify each
Guaranteed Party with respect to such taxes paid by such Guaranteed Party;
provided that, if such Guaranteed Party receives a refund of any portion of such
taxes, it shall pay the amount of any such refund to such Guarantor. In
addition, if any taxes or amounts in respect thereof must be deducted from any
amounts payable or paid by such Guarantor hereunder, such Guarantor shall pay at
the same time as such payment is due such additional amounts as may be necessary
to ensure that each Guaranteed Party receives a net amount equal to the full
amount which it would have received had payment not been made subject to such
tax.
SECTION 15. Execution in Counterparts. This Guaranty and each
amendment, waiver and consent with respect hereto may be executed in any number
of counterparts and by different parties hereto and thereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Guaranty by
telecopier shall be effective as delivery of an original executed counterpart of
this Guaranty.
SECTION 16. Waiver of Jury Trial. EACH GUARANTOR WAIVES ANY RIGHT IT
MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING
ARISING OUT OF OR RELATED IN ANY WAY TO THIS GUARANTY.
IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to
be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
XxXxxx-Xxxxxxxx USA, Inc. - Delaware TM Holdings, Inc. - Delaware
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
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Title: Vice President and Treasurer Title: Vice President and Treasurer
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Address: 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Address: 1270 Avenue of the Americas, New York,
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Xxx Xxxx 00000 Xxx Xxxx 00000
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Facsimile: 000-000-0000 Facsimile: 000-000-0000
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Torre Xxxxx Healthcare Group, Inc. - New Jersey XxXxxx Relationship Marketing, Inc. - New York
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
-------------------------------------------- -------------------------------------------
Title: Vice President and Treasurer Title: Treasurer
----------------------------------------- ----------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Address: 1270 Avenue of the Americas, New York,
--------------------------------------- --------------------------------------
Xxx Xxxx 00000 Xxx Xxxx 00000
--------------------------------------- --------------------------------------
Facsimile: 000-000-0000 Facsimile: 000-000-0000
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Xxxxxxxxx, Advertising, Magazine Marketing & The Gotham Group, Inc. - New York
Public Relations, Inc. - New Jersey
By: /s/ Xxxxxx Xxxxx
By: /s/ Xxxxxx Xxxxx -------------------------------------------
-------------------------------------------- Title: Assistant Treasurer
Title: Vice President and Treasurer ----------------------------------------
-----------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx,
Address: 1270 Avenue of the Americas, New York, --------------------------------------
--------------------------------------- Xxx Xxxx 00000
Xxx Xxxx 00000 --------------------------------------
---------------------------------------
Facsimile: 000-000-0000
Facsimile: 000-000-0000 ------------------------------------
Xxxxxxxx Xxxxxx, Inc. - Delaware FCB Worldwide L.L.C. - Delaware
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
-------------------------------------------- -------------------------------------------
Title: Vice President and Treasurer Title: Vice President and Treasurer
----------------------------------------- ----------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Address: 1270 Avenue of the Americas, New York,
--------------------------------------- --------------------------------------
Xxx Xxxx 00000 Xxx Xxxx 00000
--------------------------------------- --------------------------------------
Facsimile: 000-000-0000 Facsimile: 000-000-0000
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Hill, Holliday, Connors, Cosmopulos, Inc. -
Delaware Xxxxxxxx-Xxxxx Company - Delaware
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
-------------------------------------------- -------------------------------------------
Title: Vice President and Treasurer Title: Vice President and Treasurer
----------------------------------------- ----------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Address: 1270 Avenue of the Americas, New York,
--------------------------------------- --------------------------------------
Xxx Xxxx 00000 Xxx Xxxx 00000
--------------------------------------- --------------------------------------
Facsimile: 000-000-0000 Facsimile: 000-000-0000
------------------------------------- ------------------------------------
Deutsch Inc. - New York Xxxx Group Holdings, Inc. - New York
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
-------------------------------------------- -------------------------------------------
Title: Vice President and Treasurer Title: Treasurer
----------------------------------------- ---------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Address: 1270 Avenue of the Americas, New York,
--------------------------------------- --------------------------------------
Xxx Xxxx 00000 Xxx Xxxx 00000
---------------------------------------- --------------------------------------
Facsimile: 000-000-0000 Facsimile: 000-000-0000
------------------------------------- ------------------------------------
Draft, Inc. - Delaware Integrated Communications Corp. - New Jersey
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
-------------------------------------------- -------------------------------------------
Title: Vice President and Treasurer Title: Vice President and Treasurer
----------------------------------------- ----------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Address: 1270 Avenue of the Americas, New York,
--------------------------------------- ---------------------------------------
Xxx Xxxx 00000 Xxx Xxxx 00000
--------------------------------------- ---------------------------------------
Facsimile: 000-000-0000 Facsimile: 000-000-0000
------------------------------------- ------------------------------------
Xxxxxx & Associates - California Bozell Group, Inc. - Delaware
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
-------------------------------------------- -------------------------------------------
Title: Vice President and Treasurer Title: Vice President and Treasurer
----------------------------------------- ----------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Address: 1270 Avenue of the Americas, New York,
--------------------------------------- --------------------------------------
Xxx Xxxx 00000 Xxx Xxxx 00000
--------------------------------------- --------------------------------------
Facsimile: 000-000-0000 Facsimile: 000-000-0000
------------------------------------- ------------------------------------
Advantage International Holdings, Inc. -
Delaware Xxxx Xxxxxx Worldwide Inc. - Delaware
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
-------------------------------------------- -------------------------------------------
Title: Vice President and Treasurer Title: Vice President and Treasurer
----------------------------------------- ----------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Address: 1270 Avenue of the Americas, New York,
--------------------------------------- --------------------------------------
Xxx Xxxx 00000 Xxx Xxxx 00000
--------------------------------------- --------------------------------------
Facsimile: 000-000-0000 Facsimile: 000-000-0000
------------------------------------- ------------------------------------
Kaleidoscope Sports and Entertainment L.L.C. -
Delaware Initiative Media Worldwide, Inc. - California
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
-------------------------------------------- -------------------------------------------
Title: Manager Title: Vice President and Assistant Treasurer
----------------------------------------- ----------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Address: 1270 Avenue of the Americas, New York,
--------------------------------------- --------------------------------------
Xxx Xxxx 00000 Xxx Xxxx 00000
--------------------------------------- --------------------------------------
Facsimile: 000-000-0000 Facsimile: 000-000-0000
------------------------------------- ------------------------------------
Newspaper Services of America, Inc. - Delaware Xxxxxxxxx Group L.L.C. - Delaware
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
-------------------------------------------- -------------------------------------------
Title: Vice President and Treasurer Title: Vice President and Treasurer
----------------------------------------- ----------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Address: 1270 Avenue of the Americas, New York,
--------------------------------------- --------------------------------------
Xxx Xxxx 00000 Xxx Xxxx 00000
--------------------------------------- --------------------------------------
Facsimile: 000-000-0000 Facsimile: 000-000-0000
------------------------------------- ------------------------------------
Xxxxxxxxxx Xxxxx, Inc. - Minnesota The Xxxxxxx Companies, Inc. - Delaware
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
-------------------------------------------- -------------------------------------------
Title: Vice President and Treasurer Title: Vice President and Treasurer
----------------------------------------- ----------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Address: 1270 Avenue of the Americas, New York,
--------------------------------------- --------------------------------------
Xxx Xxxx 00000 Xxx Xxxx 00000
---------------------------------------- --------------------------------------
Facsimile: 000-000-0000 Facsimile: 000-000-0000
------------------------------------- ------------------------------------
Xxxxx Shandwick Inc. - New York The FutureBrand Company, Inc. - California
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
-------------------------------------------- -------------------------------------------
Title: Vice President and Treasurer Title: Vice President and Treasurer
----------------------------------------- ----------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Address: 1270 Avenue of the Americas, New York,
--------------------------------------- --------------------------------------
Xxx Xxxx 00000 Xxx Xxxx 00000
--------------------------------------- --------------------------------------
Facsimile: 000-000-0000 Facsimile: 000-000-0000
------------------------------------- ------------------------------------
EXHIBIT A
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AMENDED AND RESTATED SUBSIDIARY GUARANTY
BY
Certain Subsidiaries of
The Interpublic Group of Companies, Inc.
IN FAVOR OF
The Lenders Referred to Herein
and
The Bank of New York, as Trustee
for the Benefit of the Noteholders Listed on Schedule A Hereto
================================================================================
Dated as of [ ]
TABLE OF CONTENTS
Page
Section 1. Guaranty..........................................1
Section 2. Guaranty Absolute.................................2
Section 3. Waivers...........................................3
Section 4. Subrogation.......................................4
Section 5. Representations and Warranties....................4
Section 6. Further Assurances................................5
Section 7. No Waiver.........................................5
Section 8. Amendments, Etc...................................5
Section 9. Addition and Removal of Guarantors................6
Section 10. Notices...........................................6
Section 11. Continuing Guaranty; Transfer of Notes............7
Section 12. Severability......................................7
Section 13. Governing Law; Jurisdiction.......................7
Section 14. Taxes.............................................7
Section 15. Execution in Counterparts.........................8
Section 16. Waiver of Jury Trial..............................9
SCHEDULES
Schedule A Noteholders
EXHIBITS
Exhibit A Accession Agreement
GUARANTY
This AMENDED AND RESTATED GUARANTY (this "Guaranty"), dated as of [ ],
2003, is made by the subsidiaries of The Interpublic Group of Companies, Inc.
(the "Borrower") set forth on the signature pages hereof (each, a "Guarantor",
and, collectively, the "Guarantors"), in favor of the Lenders (as defined below)
and The Bank of New York ("BONY"), as Trustee for the benefit of the noteholders
listed on Schedule A hereto (each of the Lenders and BONY, a "Guaranteed Party",
and, collectively, the "Guaranteed Parties").
WHEREAS, the Borrower has entered into a Five-Year Credit Agreement
dated as of June 27, 2000 and a 364-Day Credit Agreement dated as of May 15,
2003 (together, as amended, supplemented or otherwise modified through the date
hereof, the "Credit Agreements") with the banks, financial institutions and
other institutional lenders parties thereto (collectively, the "Revolver
Lenders") and Citibank, N.A., as agent for the Revolver Lenders (Citibank, N.A.,
as agent, and the Revolver Lenders are collectively referred to herein as the
"Lenders");
WHEREAS, the Borrower has issued Zero-Coupon Convertible Senior Notes
due 2021, 7.25% Notes due 2011, 7.875% Notes due 2005 and 4.50% Convertible
Senior Notes due 2023 (collectively, the "Notes") pursuant to a Senior Debt
Indenture with BONY, as Trustee, dated as of October 20, 2000, as supplemented
by a First Supplemental Indenture dated as of August 22, 2001, a Second
Supplemental Indenture dated as of December 14, 2001 and a Third Supplemental
Indenture dated as of March 13, 2003; and
WHEREAS, the Borrower and the Guarantors are affiliates engaged in
related businesses and the Guarantors (i) may have received and may receive a
portion of the loans extended under the Credit Agreements, (ii) may be entitled
to borrow directly under the Credit Agreements, (iii) may have received,
directly or indirectly, a portion of the proceeds from the issuance of the
Notes, (iv) from time to time receive guarantees from the Borrower in the
ordinary course of business and with respect to their own indebtedness and (v)
will have derived other substantial direct and indirect economic benefit from
the Credit Agreements and the Notes and therefore are willing to guarantee the
Obligations (as hereinafter defined);
WHEREAS, the Guarantors entered into a guaranty substantially in the
form hereof, dated as of August 15, 2003, in favor of the Lenders (the "Original
Guaranty");
WHEREAS, the Guarantors and the Lenders have agreed to amend and
restate the Original Guaranty as herein set forth to include BONY, as Trustee
for the benefit of the noteholders listed on Schedule A hereto, as a Guaranteed
Party;
NOW THEREFORE, in consideration of the foregoing, the Guarantors hereby
agree with and for the benefit of each Guaranteed Party as follows:
SECTION 1. Guaranty.
(a) The Guarantors hereby unconditionally and irrevocably, jointly and
severally, guarantee, as a guarantee of payment and not of collection, the
prompt performance and payment in full by the Borrower when due (whether at
stated maturity, by acceleration or otherwise) of the following (the
"Obligations"):
(i) all payment obligations of the Borrower under the Credit
Agreements, whether direct or indirect, absolute or contingent, and
whether for principal, interest, fees, breakage costs, expenses,
indemnification or otherwise; and
(ii) all payment obligations of the Borrower to the noteholders
listed on Schedule A hereto arising under the Notes.
The Guarantors further agree to pay all costs, fees and expenses
(including, without limitation, reasonable fees of outside counsel)
incurred by any Guaranteed Party in enforcing any rights under this
Guaranty. If the Borrower fails to pay any of the Obligations in full when
due (whether at stated maturity, by acceleration or otherwise) and any
grace period for payment of any such Obligation has expired, the
Guarantors, jointly and severally, agree to pay the unpaid portion of such
Obligation within 2 business days after receipt by each of them of written
demand from the applicable Guaranteed Party.
(b) Each Guarantor, and by its acceptance of this Guaranty, each
Guaranteed Party, hereby confirms that it is the intention of all such
persons that this Guaranty and the obligations of each Guarantor hereunder
not constitute a fraudulent transfer or conveyance for purposes of any
applicable law relating to bankruptcy, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or
state law to the extent applicable to this Guaranty and the obligations of
each Guarantor hereunder. To effectuate the foregoing intention, the
Guaranteed Parties and the Guarantors hereby irrevocably agree that the
obligations of each Guarantor under this Guaranty at any time shall be
limited to the maximum amount as will result in the obligations of such
Guarantor under this Guaranty not constituting a fraudulent transfer or
conveyance.
(c) Each Guarantor hereby unconditionally and irrevocably agrees that
in the event any payment shall be required to be made to any Guaranteed Party
under this Guaranty, such Guarantor will contribute, to the maximum extent
permitted by law, amounts to each other Guarantor with respect to any such
payment.
SECTION 2. Guaranty Absolute.
(a) The obligations of the Guarantors are joint and several and are
those of a primary obligor, and not merely a surety, and are independent of
the Obligations. A separate action or actions may be brought against any
Guarantor whether or not an action is brought against the Borrower, any
other guarantor or other obligor in respect of the Obligations or whether
the Borrower, any other guarantor or any other obligor in respect of the
Obligations is joined in any such action or actions.
(b) The liability of the Guarantors under this Guaranty shall be
absolute and unconditional irrespective of, and each Guarantor hereby
irrevocably waives, to the extent permitted by applicable law, any defenses
it may now have or hereafter acquire relating to any or all of the
following:
(i) any lack of genuineness, validity, legality or enforceability
of the Credit Agreements, the Notes or any other document, agreement
or instrument relating thereto or any assignment or transfer of any
thereof;
(ii) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Obligations, or any waiver,
indulgence, compromise, renewal, extension, amendment, modification
of, or addition, consent, supplement to, or consent to departure from,
or any other action or inaction under or in respect of, the Credit
Agreements, the Notes or any other document, instrument or agreement
relating to the Obligations or any other instrument or agreement
referred to therein or any assignment or transfer of any thereof;
(iii) any release or partial release of any other guarantor or
other obligor in respect of the Obligations;
(iv) any exchange, release or non-perfection of any collateral
for all or any of the Obligations, or any release, or amendment or
waiver of, or consent to departure from, any guaranty or security, for
all or any of the Obligations;
(v) any furnishing of any additional security for any of the
Obligations;
(vi) the liquidation, bankruptcy, insolvency or reorganization of
the Borrower, any other guarantor or other obligor in respect of the
Obligations or any action taken with respect to this Guaranty by any
trustee or receiver, or by any court, in any such proceeding; or
(vii) any other circumstance which might otherwise constitute a
defense available to, or a legal or equitable discharge of, any
Guarantor.
(c) This Guaranty shall continue to be effective or be reinstated, as
the case may be, if at any time payment or performance of the Obligations,
or any part thereof, is, upon the insolvency, bankruptcy or reorganization
of the Borrower or any Guarantor or otherwise pursuant to applicable law,
rescinded or reduced in amount or must otherwise be restored or returned by
any Guaranteed Party, all as though such payment or performance had not
been made.
SECTION 3. Waivers.
(a) To the extent permitted by applicable law, each Guarantor hereby
unconditionally and irrevocably waives promptness, diligence, notice of
acceptance and any and all other notices with respect to any of the
Obligations and this Guaranty, other than the notice provided for in
Section 1 hereof, and any requirement that any Guaranteed Party protect,
secure, perfect or insure any security interest in or any lien on any
property subject thereto or exhaust any right or take any action against
the Borrower, any other guarantor or any other person or any collateral or
security or any balance of any deposit accounts or credit on the books of
any of the Lenders in favor of the Borrower or any Guarantor.
(b) Each Guarantor hereby unconditionally and irrevocably waives any
right to revoke this Guaranty and acknowledges that this Guaranty is
continuing in nature and applies to all Obligations, whether existing now
or in the future.
(c) Each Guarantor hereby unconditionally and irrevocably waives (i)
any defense arising by reason of any claim or defense based upon an
election of remedies by any Guaranteed Party that in any manner impairs,
reduces, releases or otherwise adversely affects the subrogation,
reimbursement, exoneration, contribution or indemnification rights of such
Guarantor or other rights of such Guarantor to proceed against the
Borrower, any other guarantor or any other person or any collateral and
(ii) any defense based on any right of set-off or counterclaim against or
in respect of the obligations of such Guarantor hereunder.
(d) Each Guarantor hereby unconditionally and irrevocably waives any
duty on the part of any Guaranteed Party to disclose to such Guarantor any
matter, fact or thing relating to the business, condition (financial or
otherwise), operations, performance, properties or prospects of the
Borrower or any of its subsidiaries now or hereafter known by such
Guaranteed Party.
(e) Each Guarantor acknowledges that it will receive substantial
direct and indirect benefits from the financing arrangements contemplated
by the Credit Agreements and the Notes and that the waivers set forth in
Section 2 and this Section 3 are knowingly made in contemplation of such
benefits.
SECTION 4. Subrogation. The Guarantors will not exercise any rights
which they may acquire by way of rights of subrogation under this Guaranty, by
any payment made hereunder or otherwise, until the latest of (i) all the
Obligations shall have been irrevocably paid in full and in cash, (ii) the
Credit Agreements shall have been terminated and (iii) the Notes shall have been
cancelled.
SECTION 5. Representations and Warranties. The Guarantors jointly and
severally represent and warrant to the Guarantied Parties as follows:
(a) Existence and Power. Each Guarantor is a corporation or limited
liability company, as the case may be, duly formed and validly existing
under the laws of the jurisdiction indicated on the signature pages hereof
opposite its name, is in good standing in such jurisdiction and has all
requisite power and authority to own its property and to carry on its
business as now conducted.
(b) Authority. Each Guarantor has full power and authority to execute
and deliver this Guaranty and to perform its obligations hereunder, all of
which have been duly authorized by all proper and necessary action of the
Guarantor.
(c) Authority of Officers. The officer of each Guarantor who is
executing this Guaranty is properly in office and is duly authorized to
execute the same.
(d) Binding Agreement. This Guaranty constitutes the legal, valid and
binding obligation of each Guarantor enforceable against it in accordance
with its terms except as such enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of
creditors' rights generally.
(e) Litigation. There are no actions, suits or arbitration proceedings
pending or, to the knowledge of any Guarantor, threatened against any
Guarantor, at law or in equity, which, individually or in the aggregate, if
adversely determined, would materially adversely affect the financial
condition of any Guarantor or materially impair the ability of such
Guarantor to perform its obligations under this Guaranty.
(f) No Conflicting Law or Agreements. The execution, delivery and
performance by each Guarantor of this Guaranty (i) do not violate any
provision of the articles of incorporation or by-laws (or equivalent
constituent documents) of such Guarantor; (ii) do not violate in any
material respect any order, decree or judgment, or any provision of any
statute, rule or regulation applicable to or binding on such Guarantor or
any of its property; and (iii) do not violate or conflict with, result in a
breach of or constitute (with notice or lapse of time or both) a material
default under, any material mortgage, indenture, contract or other material
agreement to which such Guarantor is a party, or by which any of its
property is bound.
SECTION 6. Further Assurances. The Guarantors agree that at any time
and from time to time, at the expense of the Guarantors, the Guarantors will
promptly execute and deliver all further instruments and documents, and take all
further action, that may be necessary or desirable, or that the Guaranteed
Parties may reasonably request, to enable the Guaranteed Parties to protect and
to exercise and enforce their respective rights and remedies hereunder.
SECTION 7. No Waiver. No failure on the part of any Guaranteed Party
to exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.
SECTION 8. Amendments, Etc. Except as set forth in Section 9 hereof,
no amendment or waiver of any provision of this Guaranty, nor consent to any
departure by the Guarantors herefrom, shall in any event be effective unless the
same shall be in writing and signed by (a) each Guarantor and (b) so long as the
Credit Agreements are in effect, Citibank, N.A., acting at the direction of the
Required Lenders under (and as defined in) each such Credit Agreement; provided,
however, that if at any time it becomes necessary for this Guaranty to be
qualified under the Trust Indenture Act of 1939, as amended, this Guaranty may
be amended without any further action on the part of any Guarantor or any
Guaranteed Party in order to incorporate such provisions as would cause it to be
so qualified. Any amendment, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which made or given.
SECTION 9. Addition and Removal of Guarantors.
(a) In the event that any Guarantor is dissolved or ceases to be a
consolidated subsidiary of the Borrower, (i) such Guarantor shall,
automatically and without any further action on behalf any of the
Guarantors or the Guaranteed Parties, cease to be a Guarantor and (ii) the
definition of "Guarantor" shall, automatically and without any further
action on behalf of any of the Guarantors or the Guaranteed Parties, be
amended to remove such Guarantor therefrom.
(b) In the event that any consolidated subsidiary of the Borrower
wishes to become a Guarantor, such consolidated subsidiary shall execute
and deliver an accession agreement substantially in the form of Exhibit A
hereto (an "Accession Agreement"). Upon execution and delivery of such
Accession Agreement, and without any further action on behalf of any of the
Guarantors or the Guaranteed Parties, (i) such consolidated subsidiary
shall become a Guarantor and (ii) the definition of "Guarantor" shall
automatically be amended to include such consolidated subsidiary therein,
in each case as of the date of such Accession Agreement.
SECTION 10. Notices. All notices, requests and other communications
provided for hereunder shall be in writing and mailed by overnight delivery,
transmitted by facsimile or hand delivered:
(i) if to any of the Lenders, addressed x/x Xxxxxxxx, N.A., Xxx
Xxxxx Xxx, Xxxxx 000, Xxx Xxxxxx, XX 00000, Attention: May Xxxx
(Facsimile: (000) 000-0000);
(ii) if to BONY, addressed to The Bank of New York, 000 Xxxxxxx
Xxxxxx, 00xx Xxxxx Xxxx, Xxx Xxxx, XX 00000, Attention: Corporate
Trust Trustee Administration (Facsimile: (000) 000-0000);
(iii) if to the Guarantors, at their respective addresses set
forth on the signature page hereof, with a copy to the Borrower at
0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Vice
President and Treasurer (Facsimile: (000) 000-0000);
or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties. All such notices and other
communications shall be effective (x) upon receipt thereof, when mailed by
overnight delivery or hand delivered or (y) upon receipt of confirmation of
facsimile transmission, when transmitted by facsimile.
SECTION 11. Continuing Guaranty; Transfer of Notes. This Guaranty is a
continuing guaranty and shall (a) remain in full force and effect until the
latest of (i) payment in full of the Obligations and all other amounts payable
under this Guaranty, (ii) the termination of the Credit Agreements and (iii) the
cancellation of the Notes; (b) be binding upon the Guarantors and their
respective successors and assigns; and (c) inure to the benefit of the
Guaranteed Parties and their respective successors and assigns. Without limiting
the generality of clause (c) of the immediately preceding sentence, if any
Revolver Lender assigns or otherwise transfers all or any portion of its rights
and obligations under the applicable Credit Agreement (including, without
limitation, all or any portion of its commitments, the advances owing to it and
the note or notes held by it) to any other person in accordance with the terms
thereof, then such other person shall thereupon become vested with all the
benefits in respect of such transferred rights and obligations granted to such
Guaranteed Party herein.
SECTION 12. Severability. If for any reason any provision or
provisions hereof are determined to be invalid and contrary to any existing or
future law, such invalidity shall not, to the fullest extent permitted by law,
impair the operation of or effect of those portions of this Guaranty that are
valid.
SECTION 13. Governing Law; Jurisdiction.
(a) This Guaranty shall be governed by, and construed and enforced in
accordance with, the law of the State of New York.
(b) Any legal action or proceeding with respect to this Guaranty may
be brought in the courts of the State of New York or of the United States
of America for the Southern District of New York, and by execution and
delivery of this Guaranty, each Guarantor hereby consents, for itself and
in respect of its property, to the non-exclusive jurisdiction of the
aforesaid courts. To the fullest extent permitted by law, each Guarantor
hereby irrevocably waives any objection, including without limitation, any
objection to the laying of venue or based on the grounds of forum non
conveniens, which it may now or hereafter have to the bringing of any
action or proceeding in such jurisdiction in respect of this Guaranty or
any document related hereto. Notwithstanding any of the foregoing, any
suit, action or proceeding against the Guarantors based on this Guaranty
may be instituted by any Guaranteed Party in any court of competent
jurisdiction.
SECTION 14. Taxes. All payments to be made by a Guarantor under this
Guaranty shall be made without set-off or counterclaim and without deduction for
any taxes unless such Guarantor is required by law to make payments subject to
such taxes. All taxes in respect of payments made under this Guaranty payable by
a Guarantor shall be paid by such Guarantor when due and in any event prior to
the date on which penalties attach thereto. Such Guarantor will indemnify each
Guaranteed Party with respect to such taxes paid by such Guaranteed Party;
provided that, if such Guaranteed Party receives a refund of any portion of such
taxes, it shall pay the amount of any such refund to such Guarantor. In
addition, if any taxes or amounts in respect thereof must be deducted from any
amounts payable or paid by such Guarantor hereunder, such Guarantor shall pay at
the same time as such payment is due such additional amounts as may be necessary
to ensure that each Guaranteed Party receives a net amount equal to the full
amount which it would have received had payment not been made subject to such
tax.
SECTION 15. Execution in Counterparts. This Guaranty and each
amendment, waiver and consent with respect hereto may be executed in any number
of counterparts and by different parties hereto and thereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Guaranty by
telecopier shall be effective as delivery of an original executed counterpart of
this Guaranty.
SECTION 16. Waiver of Jury Trial. EACH GUARANTOR WAIVES ANY RIGHT IT
MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING
ARISING OUT OF OR RELATED IN ANY WAY TO THIS GUARANTY.
IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.
XxXxxx-Xxxxxxxx USA, Inc. - Delaware TM Holdings, Inc. - Delaware
By: By:
-------------------------------------------- -------------------------------------------
Title: Title:
----------------------------------------- -----------------------------------------
Address: Address:
--------------------------------------- --------------------------------------
Facsimile: Facsimile:
------------------------------------- ------------------------------------
Torre Xxxxx Healthcare Group, Inc. - New Jersey XxXxxx Relationship Marketing, Inc. - New York
By: By:
-------------------------------------------- -------------------------------------------
Title: Title:
----------------------------------------- ----------------------------------------
Address: Address:
--------------------------------------- --------------------------------------
Facsimile: Facsimile:
------------------------------------- ------------------------------------
Xxxxxxxxx, Advertising, Magazine Marketing & The Gotham Group, Inc. - New York
Public Relations, Inc. - New Jersey
By:
By: -------------------------------------------
--------------------------------------------
Title:
Title: ----------------------------------------
-----------------------------------------
Address:
Address: --------------------------------------
---------------------------------------
Facsimile:
Facsimile: ------------------------------------
---------------------------------------
Xxxxxxxx Xxxxxx, Inc. - Delaware FCB Worldwide L.L.C. - Delaware
By: By:
-------------------------------------------- -------------------------------------------
Title: Title:
----------------------------------------- ----------------------------------------
Address: Address:
--------------------------------------- --------------------------------------
Facsimile: Facsimile:
------------------------------------- ------------------------------------
Hill, Holliday, Connors, Cosmopulos, Inc. -
Delaware Xxxxxxxx-Xxxxx Company - Delaware
By: By:
-------------------------------------------- -------------------------------------------
Title: Title:
----------------------------------------- ----------------------------------------
Address: Address:
--------------------------------------- --------------------------------------
Facsimile: Facsimile:
------------------------------------- ------------------------------------
Deutsch Inc. - New York Xxxx Group Holdings, Inc. - New York
By: By:
-------------------------------------------- -------------------------------------------
Title: Title:
----------------------------------------- ---------------------------------------
Address: Address:
--------------------------------------- --------------------------------------
Facsimile: Facsimile:
------------------------------------- ------------------------------------
Draft, Inc. - Delaware Integrated Communications Corp. - New Jersey
By: By:
-------------------------------------------- -------------------------------------------
Title: Title:
----------------------------------------- ----------------------------------------
Address: Address:
--------------------------------------- ---------------------------------------
Facsimile: Facsimile:
------------------------------------- ------------------------------------
Xxxxxx & Associates - California Bozell Group, Inc. - Delaware
By: By:
-------------------------------------------- -------------------------------------------
Title: Title:
----------------------------------------- ----------------------------------------
Address: Address:
--------------------------------------- --------------------------------------
Facsimile: Facsimile:
------------------------------------- ------------------------------------
Advantage International Holdings, Inc. -
Delaware Xxxx Xxxxxx Worldwide Inc. - Delaware
By: By:
-------------------------------------------- -------------------------------------------
Title: Title:
----------------------------------------- ----------------------------------------
Address: Address:
--------------------------------------- --------------------------------------
Facsimile: Facsimile:
------------------------------------- ------------------------------------
Kaleidoscope Sports and Entertainment L.L.C. -
Delaware Initiative Media Worldwide, Inc. - California
By: By:
-------------------------------------------- -------------------------------------------
Title: Title:
----------------------------------------- ----------------------------------------
Address: Address:
--------------------------------------- --------------------------------------
Facsimile: Facsimile:
------------------------------------- ------------------------------------
Newspaper Services of America, Inc. - Delaware Xxxxxxxxx Group L.L.C. - Delaware
By: By:
-------------------------------------------- -------------------------------------------
Title: Title:
----------------------------------------- ----------------------------------------
Address: Address:
--------------------------------------- --------------------------------------
Facsimile: Facsimile:
------------------------------------- ------------------------------------
Xxxxxxxxxx Xxxxx, Inc. - Minnesota The Xxxxxxx Companies, Inc. - Delaware
By: By:
-------------------------------------------- -------------------------------------------
Title: Title:
----------------------------------------- ----------------------------------------
Address: Address:
--------------------------------------- --------------------------------------
Facsimile: Facsimile:
------------------------------------- ------------------------------------
Xxxxx Shandwick Inc. - New York The FutureBrand Company, Inc. - California
By: By:
-------------------------------------------- -------------------------------------------
Title: Title:
----------------------------------------- ----------------------------------------
Address: Address:
--------------------------------------- --------------------------------------
Facsimile: Facsimile:
------------------------------------- ------------------------------------
Schedule A
NOTEHOLDERS
Holders of the 4.50% Convertible Senior Notes due 2023
Holders of the Zero-Coupon Convertible Senior Notes due 2021
Holders of the 7.25% Notes due 2011
Holders of the 7.875% Notes due 2005
Exhibit A
ACCESSION AGREEMENT
By execution of this Accession Agreement, the undersigned consolidated
subsidiary of The Interpublic Group of Companies, Inc. (the "Borrower") hereby
agrees, as of the date noted below, to become a party to and to be bound by all
of the terms and conditions of the Guaranty, dated as of [ ], 2003, by certain
subsidiaries of the Borrower in favor of the lenders named therein and The Bank
of New York, as trustee for the benefit of the noteholders named therein (the
"Guaranty") to the same extent as each of the other Guarantors thereunder.
Capitalized terms used but not defined herein shall have the respective meanings
ascribed thereto in the Guaranty. By execution of this Accession Agreement, the
undersigned shall have all the rights of a Guarantor and shall observe all the
obligations of a Guarantor, in each case as specified in the Guaranty. Delivery
of an executed counterpart of a signature page to this Accession Agreement by
telecopier shall be effective as delivery of an original executed counterpart of
this Accession Agreement.
[Date]
[Guarantor] - [State of incorporation]
By:
------------------------------------
Title:
---------------------------------
Address:
-------------------------------
Facsimile:
-----------------------------
Exhibit B
ACCESSION AGREEMENT
By execution of this Accession Agreement, the undersigned consolidated
subsidiary of The Interpublic Group of Companies, Inc. (the "Borrower") hereby
agrees, as of the date noted below, to become a party to and to be bound by all
of the terms and conditions of the Guaranty, dated as of August 15, 2003, by
certain subsidiaries of the Borrower in favor of the lenders named therein and
The Bank of New York, as trustee for the benefit of the noteholders named
therein (the "Guaranty") to the same extent as each of the other Guarantors
thereunder. Capitalized terms used but not defined herein shall have the
respective meanings ascribed thereto in the Guaranty. By execution of this
Accession Agreement, the undersigned shall have all the rights of a Guarantor
and shall observe all the obligations of a Guarantor, in each case as specified
in the Guaranty. Delivery of an executed counterpart of a signature page to this
Accession Agreement by telecopier shall be effective as delivery of an original
executed counterpart of this Accession Agreement.
[Date]
[Guarantor] - [State of incorporation]
By:
-----------------------------------
Title:
--------------------------------
Address:
------------------------------
Facsimile:
----------------------------
