AMENDMENT NO. 5 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 3, 1995 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 22, 1992, as amended on April 30, 1993, October 5, 1993,
August 15, 1994 and December 1, 1994 (the "Agreement") between
THE INTERPUBLIC GROUP OF COMPANIES, INC. (the "Borrower") and
CITIBANK, N.A. (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 "Cash Flow" set forth in Section
1.1 of the Agreement is hereby amended to read in
its entirety as follows:
"Cash Flow" means the sum of net income of the
Borrower and its Consolidated Subsidiaries (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, PROVIDED that such sum shall not
be adjusted for any increase or decrease in
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deferred taxes resulting from Quest & Associates,
Inc., a Subsidiary of the Borrower, investing in a
portfolio of computer equipment leases (it being
further understood that such increase or decrease
in deferred taxes relating to such investment
shall not exceed $25,000,000).
B. Section 6.8 of the Agreement is hereby amended to
read in its entirety as follows:
"Consolidated Net Worth will at no time be less
than $550,000,000 plus 25% of the consolidated
net income of the Borrower at the end of each
fiscal quarter for each fiscal year commencing
after the fiscal year ending December 31, 1994."
C. Section 6.9 of the Agreement is hereby amended to
add a new section (k) as follows:
"(k) any Lien(s) on any asset of Quest &
Associates, Inc., a Subsidiary of Borrower,
created in connection with the August 1995
investment by Quest & Associates, Inc. in a
portfolio of computer equipment leases; and".
Additionally, the word "and" shall be deleted from
section 6.9 (j) and section 6.9(k) shall be
retitled "6.9(l)".
D. 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."
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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. 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.
5. 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.
6. 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.
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.
By: XXXX X. XXXXXXX
XXXX X. XXXXXXX
Vice President & Treasurer
CITIBANK, N.A.
By: XXXX XXXXXXX
XXXX XXXXXXX
Vice President
