AMENDMENT NO. 1 TO CREDIT AGREEMENT
BETWEEN THE INTERPUBLIC GROUP OF COMPANIES, INC.
AND TRUST COMPANY BANK
AMENDMENT No. 1 (this "Amendment"), dated as of August 3,
1995 between The Interpublic Group of Companies, Inc. (the
"Borrower") and Trust Company Bank (the "Bank").
W I T N E S S E T H:
WHEREAS, pursuant to the terms of the certain Credit
Agreement (the "Agreement") dated as of March 14, 1995 between
the Borrower and the Bank, the Bank extended a $15,000,000 loan
(the "Loan") to the Borrower;
WHEREAS, the Borrower has requested that the Credit
Agreement be amended so that the minimum net worth covenant,
definition of Cash Flow and negative covenant regarding liens are
modified as set forth herein,
WHEREAS, the Bank is willing to consent to such amendments,
subject to the terms and conditions hereof.
NOW, THEREFORE, for value received, the parties hereto agree
as follows:
1. 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 (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 deferred taxes resulting from
Quest & Associates, Inc., a Subsidiary of the Borrower,
investing in a portfolio of computer equipment leases
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it being further understood that such increase or
decrease in deferred taxes relating to such investment
shall not exceed $25,000,000).
2. The "Minimum Consolidated Net Worth" requirement in
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.
3. The "Negative Pledge" in Section 6.9 of the Agreement
is hereby amended to add a new subsection (j) as
follows:
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.
Additionally, the word "and" shall be deleted from the
end of subsection (h) and the word "; and" shall be
added at the end of subsection (i).
4. Except as specifically amended above, the Agreement
shall remain in full force and effect.
5. This Amendment shall be governed by, and construed in
accordance with the law of the State of New York.
6. 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, this Amendment has been executed by the
parties hereto and is intended to be and hereby delivered on the
date first above written.
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THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: XXXX X. XXXXXXX
XXXX X. XXXXXXX
Vice President & Treasurer
TRUST COMPANY BANK
By: XXXXXXX X. XXXXX
XXXXXXX X. XXXXX
Vice President
