Contract
EXHIBIT 10(i)(D)
TERMINATION AGREEMENT (this
“Agreement”), dated as of June 13, 2006
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.
(“Citibank”), as agent for the Lenders and
Issuing Bank under the Credit Agreement defined below.
PRELIMINARY STATEMENTS:
(1) The Company, the Lenders and Citibank have entered into
a 3-Year
Credit Agreement dated as of May 10, 2004, as amended and
restated as of September 27, 2005 and as further amended as
of September 30, 2005, October 17, 2005 and
December 31, 2005 (the “Credit
Agreement”). Capitalized terms used in this Agreement
and not otherwise defined in this Agreement shall have the same
meanings as specified in the Credit Agreement.
(2) As of the date hereof, there are no Advances
outstanding under the Credit Agreement.
(3) As of the Effective Date (as defined herein), the
rights and obligations of the Company and Citibank in respect of
all outstanding Letters of Credit issued under the Credit
Agreement shall be governed by a new letter of credit agreement
(the “New LC Agreement”) to be entered into by
the Company and Citibank on or prior to the Effective Date.
(4) The Company, the Lenders and Citibank desire to
terminate the Credit Agreement, on the terms and conditions
hereinafter set forth.
Section 1. Termination
of the Credit Agreement. Effective as of the
Effective Date:
(a) the Credit Agreement is hereby terminated, and the
parties hereto shall have no further obligations thereunder or
under any related Notes, it being mutually acknowledged and
agreed that Sections 2.11, 2.14, 9.04, 9.08, 9.10, 9.12 and
9.13 of the Credit Agreement shall survive the termination of
the Credit Agreement.
(b) Citibank, as Issuing Bank under the Credit Agreement,
hereby releases all Lenders from any obligation to participate
in any Letters of Credit outstanding as of the Effective Date.
(c) The Required Lenders hereby waive any requirement in
the Credit Agreement that any notice be provided by the Company
in respect of any prepayment of any amount due thereunder or of
any termination of the Commitment thereunder.
Section 2. Conditions
Precedent to Termination of the Credit
Agreement. This Agreement shall become
effective on the first date, not later than July 15, 2006
(as such date may be extended by Citibank and the Company, the
“Termination Deadline”), on which the following
conditions have been satisfied (the “Effective
Date”):
(a) Citibank shall have executed a counterpart to this
Agreement and shall have received counterparts of this Agreement
executed by the Required Lenders.
(b) The Company shall have executed a counterpart to this
Agreement, the execution date of which shall be the date
indicated under the signature of the Company.
(c) No Advances, and no Letter of Credit issued by any
Person other than Citibank, shall be outstanding under the
Credit Agreement.
(d) Except as provided in Section 5 hereof, the
Company shall have paid to Citibank in its capacity as Agent
under the Credit Agreement, for its own account and for
distribution to the Lenders, as the case may be, in each case in
accordance with the terms of the Credit Agreement, all expenses
and facility and letter of credit fees accruing under the Credit
Agreement to the Effective Date, and all Agent’s fees owing
by the Company under the Credit Agreement as of the Effective
Date, all in such amounts as shall be set forth in written
notice to the Company provided by Citibank prior to the
Effective Date.
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(e) Citibank and the Company shall have entered into the
New LC Agreement.
Citibank agrees that it shall provide prompt notice to the other
Lenders of the occurrence of the Effective Date.
Section 3. Notes. Upon
receipt of notice from Citibank that the Effective Date has
occurred, each of the Lenders having a Note outstanding under
the Credit Agreement shall promptly return such Note to the
Company for cancellation.
Section 4. Termination
Deadline. In the event that the Effective
Date shall not have occurred prior to the Termination Deadline,
the provisions of Section 1 hereof shall terminate as of
the Termination Deadline, and the Credit Agreement, the Notes
and the Letters of Credit shall all continue to be in full force
and effect, without modification in any respect by the
provisions of this Agreement.
Section 5. Costs
and Expenses. The Company agrees to pay on
written demand all costs and expenses of Citibank in connection
with the preparation, execution and delivery of this Agreement
(including, without limitation, the reasonable fees and expenses
of counsel for Citibank).
Section 6. Execution
in Counterparts. This Agreement 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
Agreement by telecopier shall be effective as delivery of a
manually executed counterpart of this Agreement.
Section 7. Governing
Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized, effective as of the date under the signature of
the Company below.
| /s/ Xxxxx Xxxxxxx |
By: Xxxxx Xxxxxxx
| Title: | Senior Vice President and Treasurer |
Date: June 13, 2006
CITIBANK, N.A.,
as Agent, as Lender and as Issuing Bank
as Agent, as Lender and as Issuing Bank
| /s/ Xxxxx Xxxx Xxxxxxxx |
By: Xxxxx Xxxx Xxxxxxxx
| Title: | Director |
JPMORGAN CHASE BANK, N.A.
| /s/ Xxxxxx Xxxxxxx |
By: Xxxxxx Xxxxxxx
| Title: | Vice President |
KEYBANK NATIONAL ASSOCIATION
| /s/ Xxxxxx X. Xxxxxx |
By: Xxxxxx X. Xxxxxx
| Title: | Vice President |
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LLOYDS TSB BANK PLC
| /s/ Mario Del Duca |
By: Xxxxx Del Duca
| Title: | Assistant Vice President |
/s/ Xxxxxxx Xxxxxxx
By: Xxxxxxx Xxxxxxx
| Title: | Vice President and Manager |
HSBC BANK USA
| /s/ Xxxxxx Xxxx |
By: Xxxxxx Xxxx
| Title: | Director |
ING BANK
| /s/ Xxxxxxx Xxxxx |
By: Xxxxxxx Xxxxx
| Title: | Managing Director |
ROYAL BANK OF CANADA
| /s/ Xxxxxx Xxxxxx |
By: Xxxxxx Xxxxxx
| Title: | Attorney-In-Fact |
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UBS LOAN FINANCE LLC
| /s/ Xxxxxxx X. Xxxxxx |
By: Xxxxxxx X. Xxxxxx
| Title: | Director |
/s/ Xxxx X. Xxxx
By: Xxxx X. Xxxx
| Title: | Associate Director |
SUNTRUST BANK
| /s/ Xxxxxxx X. Xxxxxx |
By: Xxxxxxx X. Xxxxxx
| Title: | Managing Director |
CALYON NEW YORK BRANCH
| /s/ Xxxxxxx Xxxxxxx |
By: Xxxxxxx Xxxxxxx
| Title: | Managing Director |
| /s/ Yuri Muzichenko |
By: Yuri Muzichenko
| Title: | Director |
XXXXXX XXXXXXX BANK
| /s/ Xxxxxx Xxxxxx |
By: Xxxxxx Xxxxxx
| Title: | Vice President |
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