Dated as of July 18, 2008
AMENDED AND RESTATED as of April 23, 2010
further AMENDED AND RESTATED as of May 31, 2011
AMENDED as of November 6, 2012
further AMENDED AND RESTATED as of December 12, 2013
and as further AMENDED AND RESTATED as of October 20, 2015
and as further AMENDED AS RESTATED as of October 25, 2017
THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Company”), the banks and other financial institutions (the “Initial Lenders”) listed on the signature pages hereof, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as co-syndication agents, MORGAN STANLEY MUFG LOAN PARTNERS, LLC, acting through Morgan Stanley Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd, as documentation agent, CITIGROUP GLOBAL MARKETS INC., JPMorgan, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MORGAN STANLEY MUFG LOAN PARTNERS, LLC, acting through Morgan Stanley Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd, as joint lead arrangers and joint book managers, and CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:
PRELIMINARY STATEMENT. The Company, the lenders parties thereto and Citibank, as agent, are parties to the 3-Year Credit Agreement dated as of July 18, 2008, as amended and restated as of April 23, 2010, as further amended and restated as of May 31, 2011 and as amended as of November 6, 2012, as further amended and restated as of December 12, 2013, and as further amended and restated as of October 20, 2015 (the “Existing Credit Agreement”). Subject to the satisfaction of the conditions set forth in Section 3.01, the Borrowers, the parties hereto and Citibank, as Agent, desire to amend and restate the Existing Credit Agreement as herein set forth.
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
“Acquired/Disposed Business” means (a) any Person, division or line of business acquired or disposed of, as the case may be, by the Company or any Consolidated Subsidiary of the Company where the consideration (whether cash, stock or other form of consideration) for the transaction is at least $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments); or (b) a Specified Acquisition.
“Adjusted EBITDA” means for any period, with respect to any Acquired/Disposed Business acquired or disposed of since the beginning of such period, the EBITDA of such Acquired/Disposed Business (determined using the definition of EBITDA herein mutatis mutandis and determined, if applicable, on a Consolidated basis together with any Subsidiaries or other Consolidated entities of such Acquired/Disposed Business), calculated on a pro forma basis as if the acquisition or disposition of such Acquired/Disposed Business had occurred on the first day of such period.
Interpublic Credit Agreement