View:
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____________to________________
Commission file number 1-6686
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1024020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1271 Avenue of the Americas, New York, New York 10020
(Address of principal executive offices) (Zip Code)
(212) 399-8000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter
period that the registrant was required to file such
reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
Indicate the number of shares outstanding of each of
the issuer's classes of common stock, as of the
latest practicable date.
Common Stock outstanding at October 31, 1994:
76,956,291 shares.
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
I N D E X
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet
September 30, 1994 (Unaudited) and
December 31, 1993 3-4
Consolidated Income Statement
Three months ended September 30, 1994
and 1993 (Unaudited) 5
Consolidated Income Statement
Nine months ended September 30, 1994
and 1993 (Unaudited) 6
Consolidated Statement of Cash Flows
Nine months ended September 30, 1994
and 1993 (Unaudited) 7
Notes to Consolidated Financial Statements
(Unaudited) 8
Computation of Earnings Per Share
(Unaudited) 9 - 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11 - 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13 - 15
SIGNATURES 16
INDEX TO EXHIBITS 17 - 19
2
PART I - FINANCIAL INFORMATION
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
ASSETS
SEPTEMBER 30, DECEMBER 31,
1994 1993
(UNAUDITED)
Current Assets:
Cash and cash equivalents (includes
certificates of deposit: 1994-$87,227;
1993-$94,451) $ 233,515 $ 292,268
Marketable securities, at cost which
approximates market 39,145 30,106
Receivables (less allowance for doubtful
accounts: 1994-$16,112; 1993-$16,834) 1,523,061 1,525,717
Expenditures billable to clients 123,414 100,230
Prepaid expenses and other current assets 59,532 54,835
Total current assets 1,978,667 2,003,156
Other Assets:
Investment in unconsolidated affiliates 65,980 28,182
Deferred taxes on income 70,447 38,570
Other investments and miscellaneous assets 96,278 92,048
Total other assets 232,705 158,800
Fixed Assets, at cost:
Land and buildings 70,360 65,327
Furniture and equipment 306,301 268,387
376,661 333,714
Less accumulated depreciation 199,858 170,998
176,803 162,716
Unamortized leasehold improvements 54,787 53,975
Total fixed assets 231,590 216,691
Intangible Assets (less accumulated
amortization: 1994-$127,818;
1993-$111,710) 589,748 491,170
Total assets $3,032,710 $2,869,817
See accompanying notes to consolidated financial statements.
3
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands Except Per Share Data)
LIABILITIES AND STOCKHOLDERS' EQUITY
SEPTEMBER 30, DECEMBER 31,
1994 1993
(UNAUDITED)
Current Liabilities:
Payable to banks $ 141,199 $ 147,075
Accounts payable 1,436,540 1,428,442
Accrued expenses 192,312 183,501
Accrued income taxes 78,870 76,963
Total current liabilities 1,848,921 1,835,981
Noncurrent Liabilities:
Long-term debt 131,378 118,088
Convertible subordinated debentures 109,884 107,997
Deferred compensation and reserve
for termination liabilities 204,528 146,774
Accrued postretirement benefits 44,480 44,480
Other noncurrent liabilities 34,095 39,274
Minority interests in consolidated
subsidiaries 11,193 13,208
Total noncurrent liabilities 535,558 469,821
Stockholders' Equity:
Preferred Stock, no par value
shares authorized: 20,000,000
shares issued:none
Common Stock, $.10 par value
shares authorized: 100,000,000
shares issued:
1994 - 87,435,548
1993 - 86,299,688 8,744 8,630
Additional paid-in capital 393,372 335,340
Retained earnings 603,234 570,267
Adjustment for minimum pension
liability (704) (704)
Cumulative translation adjustments (95,881) (116,432)
908,765 797,101
Less:
Treasury stock, at cost:
1994 - 10,972,727 shares
1993 - 11,449,031 shares 223,486 208,821
Unamortized expense of restricted
stock grants 37,048 24,265
Total stockholders' equity 648,231 564,015
Total Liabilities and Stockholders'
Equity $3,032,710 $2,869,817
See accompanying notes to consolidated financial statements.
4
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
THREE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
(Dollars in Thousands Except Per Share Data)
1994 1993
Revenue $ 427,378 $ 399,268
Other income 13,130 11,759
Gross income 440,508 411,027
Costs and expenses:
Operating expenses 400,591 376,697
Interest 7,706 4,584
Total costs and expenses 408,297 381,281
Income before provision for income taxes 32,211 29,746
Provision for income taxes:
United States - federal 11,698 5,907
- state and local (90) 2,736
Foreign 2,671 4,415
Total provision for income taxes 14,279 13,058
Income of consolidated companies 17,932 16,688
Income applicable to minority interests (1,144) (1,872)
Equity in net income of unconsolidated
affiliates 616 (126)
Net income $ 17,404 $ 14,690
Weighted average number of common shares 75,565,452 74,980,761
Earnings per common and common equivalent
share $ .23 $ .20
Cash dividends per common share $ .140 $ .125
See accompanying notes to consolidated financial statements.
5
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
NINE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
(Dollars in Thousands Except Per Share Data)
1994 1993
Revenue $ 1,312,487 $ 1,247,840
Other income 46,488 36,730
Gross income 1,358,975 1,284,570
Costs and expenses:
Operating expenses 1,186,610 1,115,420
Interest 23,771 21,398
Total costs and expenses 1,210,381 1,136,818
Income before provision for income taxes 148,594 147,752
Provision for income taxes:
United States - federal 29,081 22,721
- state and local 7,875 9,082
Foreign 26,958 36,165
Total provision for income taxes 63,914 67,968
Income of consolidated companies 84,680 79,784
Income applicable to minority interests (1,691) (5,318)
Equity in net income of unconsolidated
affiliates 1,504 236
Income before effect of accounting
changes 84,493 74,702
Effect of accounting changes:
Postemployment benefits (21,780) -
Income taxes - (512)
Net income $ 62,713 $ 74,190
Weighted average number of common shares 75,184,671 75,261,301
Per Share Data:
Income before effect of accounting changes $ 1.12 1.00
Effect of accounting changes (.29) (.01)
Net income $ .83 $ .99
Cash dividends per common share $ .405 $ .365
See accompanying notes to consolidated financial statements.
6
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
(Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES: 1994 1993
Net income after effect of accounting changes $ 62,713 $ 74,190
Adjustments to reconcile net income to
cash provided by operating activities:
Effect of accounting changes 21,780 512
Depreciation and amortization of fixed assets 32,259 29,539
Amortization of intangible assets 16,108 13,978
Amortization of restricted stock awards 7,864 6,537
Equity in net income of unconsolidated affiliates (1,504) (236)
Income applicable to minority interests 1,691 5,318
Translation losses 13,322 12,040
Other (9,031) (3,589)
Changes in assets and liabilities, net of acquisitions:
Receivables 73,824 81,004
Expenditures billable to clients (22,590) (33,527)
Prepaid expenses and other assets (2,949) (11,055)
Accounts payable and accrued expenses (158,458) (131,321)
Accrued income taxes (5,230) 19,863
Deferred income taxes (31,200) -
Deferred compensation and reserve for termination
allowances 41,414 (6,023)
Net cash provided by operating activities 40,013 57,230
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions (48,236) (5,248)
Capital expenditures (34,931) (65,687)
Proceeds from sales of assets 38,578 1,154
Purchases of
marketable securities (8,507) (1,914)
Other investments and miscellaneous assets (3,507) (9,617)
Unconsolidated affiliates (3,753) (502)
Net cash used in investing activities (60,356) (81,814)
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease)/increase in short-term borrowings (8,831) 32,740
Proceeds from long-term debt 25,000 43,553
Payments of debt (21,981) (14,261)
Treasury stock acquired (29,332) (24,006)
Issuance of Common Stock 10,215 16,212
Cash Dividends (29,746) (26,756)
Net cash (used in)/provided by financing activities (54,675) 27,482
Effect of exchange rates on cash and cash
equivalents 16,265 (6,161)
Decrease in cash and cash equivalents (58,753) (3,263)
Cash and cash equivalents at beginning of year 292,268 255,778
Cash and cash equivalents at end of quarter $233,515 $252,515
See accompanying notes to consolidated financial statements.
7PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Consolidated Financial Statements
(a) The consolidated balance sheet as of September 30, 1994, the
consolidated income statements for the three months and nine months
ended September 30, 1994 and 1993 and the consolidated statement of
cash flows for the nine months ended September 30, 1994 and 1993, are
unaudited. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and cash flows at
September 30, 1994 and for all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these
consolidated financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in The
Interpublic Group of Companies, Inc.'s (the "Company") December 31,
1993 annual report to stockholders. The results of operations for the
period ended September 30, 1994 are not necessarily indicative of the
operating results for the full year.
(b) FAS No. 95 "Statement of Cash Flows" requires disclosures of specific
cash payments and noncash investing and financing activities. The
Company considers all highly liquid investments with a maturity of
three months or less to be cash equivalents. Income tax cash payments
were approximately $52.7 million and $48.4 million in the first nine
months of 1994 and 1993, respectively. Interest payments during the
first nine months were approximately $14.9 million and $17.8 million
in 1994 and 1993, respectively.
(c) Effective January 1, 1993, the Company adopted FAS 109 "Accounting for
Income Taxes" and recorded a one-time charge of $512,000. This
statement requires the use of the liability method of accounting for
deferred income taxes.
(d) Effective January 1, 1994, the Company adopted FAS 112 "Employers'
Accounting for Postemployment Benefits" and recorded a one-time pre-
tax charge of $39.6 million or $21.8 million after-tax.
8
PAGE
Exhibit 11
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
(Dollars in Thousands Except Per Share Data)
Three Months Ended September 30
Primary 1994 1993
Net income $ 17,404 $ 14,690
Add:
Dividends paid net of related income tax
applicable to restricted stock 92 107
Net income, as adjusted $ 17,496 $ 14,797
Weighted average number of common shares
outstanding 73,296,460 72,459,154
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,268,992 2,521,607
Total 75,565,452 74,980,761
Earnings per common and common equivalent
share $ .23 $ .20
Three Months Ended September 30
Fully Diluted 1994 1993
Net income $ 17,404 $ 14,690
Add:
After tax interest savings on assumed
conversion of subordinated debentures 1,527 1,462
Dividends paid net of related income tax
applicable to restricted stock 96 117
Net income, as adjusted $ 19,027 $ 16,269
Weighted average number of common shares
outstanding 73,296,460 72,459,154
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,320,752 2,634,325
Assumed conversion of subordinated
debentures 3,002,130 3,002,130
Total 78,619,342 78,095,609
Earnings per common and common equivalent
share $ .24 $ .21
9
PAGE
Exhibit 11
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
(Dollars in Thousands Except Per Share Data)
Nine Months Ended September 30
Primary 1994 1993
Net income before effect of accounting
changes $ 84,493 $ 74,702
Effect of accounting changes (21,780) (512)
Add:
Dividends paid net of related income tax
applicable to restricted stock 264 307
Net income, as adjusted $ 62,977 $ 74,497
Weighted average number of common shares
outstanding 72,949,730 72,611,625
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,234,941 2,649,676
Total 75,184,671 75,261,301
Per share data:
Income before effect of accounting changes 1.12 1.00
Effect of accounting changes (.29) (.01)
Net Income $ .83 $ .99
Nine Months Ended September 30
Fully Diluted 1994 1993
Net income before effect of accounting
changes $ 84,493 $ 74,702
Effect of accounting changes (21,780) (512)
Add:
After tax interest savings on assumed
conversion of subordinated debentures 4,547 4,385
Dividends paid net of related income tax
applicable to restricted stock 274 322
Net income, as adjusted $ 67,534 $ 78,897
Weighted average number of common shares
outstanding 72,949,730 72,611,625
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,289,594 2,713,446
Assumed conversion of subordinated
debentures 3,002,130 3,002,130
Total 78,241,454 78,327,201
Per share data:
Income before effect of accounting changes 1.14 1.01
Effect of accounting changes (.28) (.01)
Net income $ .86 $ 1.00
10
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Working capital at September 30, 1994 was $129.7 million, a decrease of
$37.4 million from December 31, 1993. The ratio of current assets to
current liabilities remained relatively unchanged from December 31, 1993 at
approximately 1.1 to 1.
In late October of 1994, Interpublic Group of Companies, Inc. (the
"Company") announced the execution of a merger agreement with Western
International Media Corporation. The closing of the transaction is
expected to take place during the fourth quarter of 1994.
The Company acquired Ammirati & Puris Holding Inc. effective July 18, 1994.
The closing of the transaction took place on August 2, 1994 at which time
Interpublic issued 1,092,629 shares of its Common Stock.
The Company sold an interest in Fremantle International in the third
quarter of 1994, in exchange for cash in the amount of $31.5 million and a
minority interest in All American Communications, Inc.
The principal use of the Company's working capital is to provide for the
operating needs of its advertising agencies, which include payments for
space or time purchased from various media on behalf of its clients. The
Company's practice is to bill and collect from its clients in sufficient
time to pay the amounts due media. Other uses of working capital include
the payment of cash dividends, acquisitions, capital expenditures and the
reduction of long-term debt. In addition, during the first nine months of
1994, the Company acquired 928,489 shares of its own stock for
approximately $29.3 million for the purposes of fulfilling the Company's
obligations under its various compensation plans.
11
RESULTS OF OPERATIONS
Three Months Ended September 30, 1994 Compared to Three Months Ended
September 30, 1993
Total revenue for the three months ended September 30, 1994 increased $28.1
million, or 7.0%, to $427.4 million compared to the same period in 1993.
Domestic revenue increased 3.1% from 1993 levels. Foreign revenue
increased 9.2% during the third quarter of 1994 compared to 1993. Other
income increased by $1.4 million during the third quarter of 1994.
Operating expenses increased $23.9 million or 6.3% during the three months
ended September 30, 1994 compared to the same period in 1993. Interest
expense increased by $3.1 million during the third quarter of 1994, as
compared to the same period in 1993.
Net losses from exchange and translation of foreign currencies for the
three months ended September 30, 1994 were approximately $.4 million versus
$3.8 million for the same period in 1993. The decrease in 1994 is
primarily due to decreased translation losses in Brazil.
The effective tax rate for the three months ended September 30, 1994 was
44.3%, as compared to 43.9% in 1993. The increase in the effective tax
rate is mainly due to the geographic mix of earnings.
The difference between the effective and statutory rates is primarily due
to foreign losses with no tax benefit, losses from translation of foreign
currencies which provided no tax benefit, state and local taxes, foreign
withholding taxes on dividends and nondeductible goodwill expense.
Nine Months Ended September 30, 1994 Compared to Nine Months Ended
September 30, 1993
Total revenue for the nine months ended September 30, 1994 increased $64.6
million, or 5.2%, to $1,312.5 million compared to the same period in 1993.
The U.S. dollar was slightly stronger during 1994 as compared to 1993,
which had a negligible impact on revenue. Domestic revenue increased 11.3%
from 1993 levels. Foreign revenue increased 2.0% during the nine months of
1994 compared to 1993. Other income increased $9.8 million in the nine
months of 1994 mainly due to increased interest income.
Operating expenses increased $71.2 million or 6.4% during the nine months
ended September 30, 1994 compared to the same period in 1993. Interest
expense increased 11.1% during the nine months ended September 30, 1994 as
compared to the same nine month period in 1993.
Net losses from exchange and translation of foreign currencies for the nine
months ended September 30, 1994 were approximately $9.8 million versus
$10.1 million for the same period in 1993. The decrease in 1994 is
primarily due to decreased translation losses in Brazil.
The effective tax rate for the nine months ended September 30, 1994 was
43.0%, as compared to 46.0% in 1993. The decrease in the effective tax
rate is mainly due to the geographic mix of earnings.
12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There have been no material developments in Haight et.
al. v. The American Tobacco Company et. al., the case
wherein several tobacco companies and their advertising
agencies are defendants, since the description of this
case in the Company's report on Form 10-K for the year
ended December 31, 1993.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 10A Executive Special Benefit Agreement made as of
June 1, 1994, between Interpublic and Philip H.
Geier, Jr.
Exhibit 10B Employment Agreement made as of August 1, 1994,
between Interpublic and Kenneth L. Robbins.
Exhibit
10C(i) (a) Amendment, No. 3, dated as of August 15, 1994,
to the Credit Agreement, dated as of September
30, 1992, and effective as of December 30,
1992, between Interpublic and The Bank of New
York ("BONY").
Exhibit
10C(i) (b) Letter, dated August 11, 1994, executed by
BONY, extending the term of the aforementioned
Credit Agreement.
Exhibit
10C(ii)(a) Amendment, No. 3, dated as of August 15, 1994,
to Credit Agreement, dated as of September 30,
1992, and effective as of December 23, 1992,
between Interpublic and Chemical Bank
("Chemical").
Exhibit
10C(ii) (b) Letter, dated August 11, 1994, executed by
Chemical, extending the term of the
aforementioned Credit Agreement.
Exhibit
10C(iii) (a) Amendment, No. 3, dated as of August 15, 1994,
to the Credit Agreement, dated as of September
30, 1992, and effective as of December 22,
1992, between Interpublic and Citibank, N.A.
("Citibank").
13
Exhibit
10C(iii) (b) Letter, dated August 8, 1994, executed by
Citibank, extending the term of the
aforementioned Credit Agreement.
Exhibit
10C(iv) (a) Amendment, No. 3, dated as of August 15, 1994,
to the Credit Agreement, dated as of September
30, 1992, and effective as of December 16,
1992, between Interpublic and The Fuji Bank,
Limited ("Fuji").
Exhibit
10C(iv) (b) Letter, dated August 11, 1994, executed by
Fuji, extending the term of the aforementioned
Credit Agreement.
Exhibit
10C(v) (a) Amendment, No. 3, dated as of August 15, 1994,
to the Credit Agreement, dated as of September
30, 1992, and effective as of December 23,
1992, between Interpublic and NBD Bank, N.A.
("NBD").
Exhibit
10C(v) (b) Letter, dated August 11, 1994, executed by NBD
extending the term of the aforementioned Credit
Agreement.
Exhibit
10C(v) (c) Amendment, No. 4, dated as of August 15, 1994,
to the Term Loan Agreement, dated March 14,
1991, between Interpublic and NBD.
Exhibit
10C(vi) Amendment, No. 3, dated as of August 15, 1994,
to the Credit Agreement, dated as of September
30, 1992, and effective as of December 23,
1992, between Interpublic and Swiss Bank
Corporation.
Exhibit
10C(vii) (a) Amendment, No. 3, dated as of August 15, 1994,
to the Credit Agreement, dated as of September
30, 1992, and effective as of December 30,
1992, between Interpublic and Trust Company
Bank ("Trust").
Exhibit
10C(vii) (b) Letter, dated August 11, 1994, executed by
Trust, extending the term of the aforementioned
Credit Agreement.
14
Exhibit
10C(vii) (c) Amendment, No. 5, dated as of August 15, 1994,
to the Credit Agreement, dated as of March 14,
1991, between Interpublic and Trust.
Exhibit
10C(viii) (a) Amendment, No. 3, dated as of August 15, 1994,
to the Credit Agreement, dated as of September
30, 1992, and effective as of December 29,
1992, between Interpublic and Union Bank of
Switzerland ("UBS").
Exhibit
10C(viii) (b) Letter, dated August 11, 1994, executed by UBS,
extending the term of the aforementioned Credit
Agreement.
Exhibit 11 Computation of Earnings Per Share.
Exhibit 27 Fianancial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
ended September 30, 1994.
15
PAGE
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
Date: November 14, 1994 By /S/ Philip H. Geier, Jr.
Philip H. Geier, Jr.
Chairman of the Board,
President and Chief
Executive Officer
Date: November 14, 1994 By /S/ Eugene P. Beard
Eugene P. Beard
Executive Vice President -
Finance and Operations,
Chief Financial Officer
16
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No. Description
Exhibit 10A Executive Special Benefit Agreement made as
of June 1, 1994, between Interpublic and
Philip H. Geier, Jr.
Exhibit 10B Employment Agreement made as of August 1,
1994, between Interpublic and Kenneth L.
Robbins.
Exhibit
10C(i) (a) Amendment, No. 3, dated as of August 15,
1994, to the Credit Agreement, dated as of
September 30, 1992, and effective as of
December 30, 1992, between Interpublic and
The Bank of New York ("BONY").
Exhibit
10C(i) (b) Letter, dated August 11, 1994, executed by
BONY, extending the term of the
aforementioned Credit Agreement.
Exhibit
10C(ii)(a) Amendment, No. 3, dated as of August 15,
1994, to Credit Agreement, dated as of
September 30, 1992, and effective as of
December 23, 1992, between Interpublic and
Chemical Bank ("Chemical").
Exhibit
10C(ii) (b) Letter, dated August 11, 1994, executed by
Chemical, extending the term of the
aforementioned Credit Agreement.
Exhibit
10C(iii) (a) Amendment, No. 3, dated as of August 15,
1994, to the Credit Agreement, dated as of
September 30, 1992, and effective as of
December 22, 1992, between Interpublic and
Citibank, N.A. ("Citibank").
17
Exhibit
10C(iii) (b) Letter, dated August 8, 1994, executed by
Citibank, extending the term of the
aforementioned Credit Agreement.
Exhibit
10C(iv) (a) Amendment, No. 3, dated as of August 15,
1994, to the Credit Agreement, dated as of
September 30, 1992, and effective as of
December 16, 1992, between Interpublic and
The Fuji Bank, Limited ("Fuji").
Exhibit
10C(iv) (b) Letter, dated August 11, 1994, executed by
Fuji, extending the term of the
aforementioned Credit Agreement.
Exhibit
10C(v) (a) Amendment, No. 3, dated as of August 15,
1994, to the Credit Agreement, dated as of
September 30, 1992, and effective as of
December 23, 1992, between Interpublic and
NBD Bank, N.A. ("NBD").
Exhibit
10C(v) (b) Letter, dated August 11, 1994, executed by
NBD extending the term of the aforementioned
Credit Agreement.
Exhibit
10C(v) (c) Amendment, No. 4, dated as of August 15,
1994, to the Term Loan Agreement, dated
March 14, 1991, between Interpublic and NBD.
Exhibit
10C(vi) Amendment, No. 3, dated as of August 15,
1994, to the Credit Agreement, dated as of
September 30, 1992, and effective as of
December 23, 1992, between Interpublic and
Swiss Bank Corporation.
Exhibit
10C(vii) (a) Amendment, No. 3, dated as of August 15,
1994, to the Credit Agreement, dated as of
September 30, 1992, and effective as of
December 30, 1992, between Interpublic and
Trust Company Bank ("Trust").
Exhibit
10C(vii) (b) Letter, dated August 11, 1994, executed by
Trust, extending the term of the
aforementioned Credit Agreement.
18
Exhibit
10C(vii) (c) Amendment, No. 5, dated as of August 15,
1994, to the Credit Agreement, dated as of
March 14, 1991, between Interpublic and
Trust.
Exhibit
10C(viii) (a) Amendment, No. 3, dated as of August 15,
1994, to the Credit Agreement, dated as of
September 30, 1992, and effective as of
December 29, 1992, between Interpublic and
Union Bank of Switzerland ("UBS").
Exhibit
10C(viii) (b) Letter, dated August 11, 1994, executed by
UBS, extending the term of the
aforementioned Credit Agreement.
Exhibit 11 Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule
19
PAGE
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 15, 1994 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 22, 1992, as amended on April 30, 1993 and October 5,
1993 (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 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 (plus an 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.
B. The definition of "Consolidated Net Worth" set forth in
Section 1.1 of the Agreement is hereby amended to read in its
entirety as follows:
"Consolidated Net Worth" means at any date the
consolidated stockholders' equity of the Borrower and its
Consolidated Subsidiaries as such appear on the financial
statements of the Borrower determined in accordance with
generally accepted accounting principles (plus any amount by
which retained earnings 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
and without taking into account the effect of cumulative
currency translation adjustments).
PAGE
C. 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."
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 one and
the same instrument.
7. EFFECTIVENESS. This Amendment shall become effective as
of the date first above written upon receipt by the Bank of
counterparts hereof executed by each of the parties hereto.
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: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
CITIBANK, N.A.
By: ERIC HUTTNER
ERIC HUTTNER
Vice President
As-Attorney-In-Fact
August 8, 1994
Mr. Eric Huttner
Citibank, N.A.
399 Park Avenue
New York, NY 10017
RE: CREDIT AGREEMENT BETWEEN THE INTERPUBLIC GROUP OF COMPANIES,
INC. AND CITIBANK, N.A.
Dear Eric:
We are writing to you in connection with the Credit Agreement
between The Interpublic Group of Companies, Inc. and Citibank,
N.A. dated September 30, 1992 and effective as of December 22,
1992. Section 2.13 of the Credit Agreement provides that the
Borrower may request extension of the Commitment under the
Agreement for an additional period of one year from the then
current Termination Date.
We hereby request you to extend the Termination Date to September
30, 1996. If you are agreeable to our request, please so
indicate by signing and returning the duplicate copy of this
letter which we have enclosed herewith.
Thanks.
Sincerely,
ALAN M. FORSTER
ALAN M. FORSTER
ACCEPTED & AGREED:
CITIBANK, N.A.
By: ERIC HUTTNER
ERIC HUTTNER
Vice President
As-Attorney-In-Fact
Date: 8/19/94
cc: Mr. Kenneth E. Dutcher
Ms. Barbara S. Gmora
Ms. Marti M. Spears
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 15, 1994 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 30, 1992, as amended on April 30, 1993 and October 5,
1993 (the "Agreement") between THE INTERPUBLIC GROUP OF
COMPANIES, INC. (the "Borrower") and TRUST COMPANY BANK (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 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 (plus an 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.
B. The definition of "Consolidated Net Worth" set forth in
Section 1.1 of the Agreement is hereby amended to read in its
entirety as follows:
"Consolidated Net Worth" means at any date the
consolidated stockholders' equity of the Borrower and its
Consolidated Subsidiaries as such appear on the financial
statements of the Borrower determined in accordance with
generally accepted accounting principles (plus any amount by
which retained earnings 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
and without taking into account the effect of cumulative
currency translation adjustments).
PAGE
C. 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."
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 one and
the same instrument.
7. EFFECTIVENESS. This Amendment shall become effective as
of the date first above written upon receipt by the Bank of
counterparts hereof executed by each of the parties hereto.
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: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
TRUST COMPANY BANK
By: ALLISON LEWIS VELLA
ALLISON LEWIS VELLA
Vice President
August 11, 1994
Ms. Allison Vella
Trust Company Bank
711 Fifth Avenue
New York, New York 10022
RE: CREDIT AGREEMENT BETWEEN THE INTERPUBLIC GROUP OF COMPANIES,
INC. AND TRUST COMPANY BANK
Dear Allison:
We are writing to you in connection with the Credit Agreement
between The Interpublic Group of Companies, Inc. and Trust
Company Bank dated September 30, 1992 and effective as of
December 30, 1992. Section 2.13 of the Credit Agreement provides
that the Borrower may request extension of the Commitment under
the Agreement for an additional period of one year from the then
current Termination Date.
We hereby request you to extend the Termination Date to September
30, 1996. If you are agreeable to our request, please so
indicate by signing and returning the duplicate copy of this
letter which we have enclosed herewith.
Thanks.
Sincerely,
ALAN M. FORSTER
ALAN M. FORSTER
ACCEPTED & AGREED:
TRUST COMPANY BANK
By: ALLISON L. VELLA
ALLISON L. VELLA
Date: 8/25/94
cc: Mr. Kenneth E. Dutcher
Ms. Barbara S. Gmora
Ms. Marti M. Spears
AMENDMENT NO. 5 TO
CREDIT AGREEMENT BETWEEN THE
INTERPUBLIC GROUP OF COMPANIES, INC. AND
TRUST COMPANY BANK
AMENDMENT No. 5 (this "Amendment"), dated as of August 15,
1994 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 that certain Credit
Agreement dated as of March 14, 1991 between the Borrower and the
Bank, as amended by Amendment No. 1 dated as of December 21,
1992, Amendment No. 2 dated as of March 15, 1993, Amendment No. 3
dated as of April 30, 1993 and Amendment No. 4 dated as of
October 5, 1993 between the Borrower and the Bank (collectively,
the "Agreement"), the Bank extended a $25,000,000.00 loan (the
"Loan") to the Borrower;
WHEREAS, the Borrower has requested that the Credit
Agreement be amended so that the financial covenants are
calculated in a different manner and Events of Default 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.
2. The definition of "Consolidated Net Worth" set forth in
Section 1.1 of the Agreement is hereby amended to read in its
entirety as follows:
PAGE
"Consolidated Net Worth" means at any date the
consolidated stockholders' equity of the Borrower and its
Consolidated Subsidiaries as such appear on the financial
statements of the Borrower determined in accordance with
generally accepted accounting principles (plus any amount by
which retained earnings 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
and without taking into account the effect of cumulative
currency translation adjustments).
3. The Section 6.1(b) of the Agreement is hereby amended
to read in its entirety as follows:
(b) as soon as available and in any event within 50
days after the end of each of the first three quarters of each
fiscal year of the Borrower, a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as at the end of such
quarter with comparative information as of the previous fiscal
year-end and the related consolidated statements of income and
retained earnings and statement of cash flows of the Borrower and
its Consolidated Subsidiaries for such quarter and for the
portion of the Borrower's fiscal year ended at the end of such
quarter setting forth in each case in comparative form the
figures for the corresponding quarter and the corresponding
portion of the Borrower's previous fiscal year, all certified
(subject to normal year-end adjustments) as to fairness of
presentation, generally accepted accounting principles and
consistency (except to the extent of any change described therein
and permitted by generally accepted accounting principles) by the
chief financial officer or the chief accounting officer of the
Borrower;
4. Section 7 (e) of the Agreement is hereby amended by
deleting the figure "$5,000,000" on the third line therein and
substituting for such figure the figure "$10,000,000".
5. Except as specifically amended above, the Agreement
shall remain in full force and effect.
6. This Amendment shall be governed by, and construed in
accordance with the law of the State of New York.
7. 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.
PAGE
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.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
TRUST COMPANY BANK
By: ALLISON LEWIS VELLA
ALLISON LEWIS VELLA
Assistant Vice President
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 15, 1994 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 29, 1992, as amended on April 30, 1993 and October 5,
1993 (the "Agreement") between THE INTERPUBLIC GROUP OF
COMPANIES, INC. (the "Borrower") and UNION BANK OF SWITZERLAND
(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 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 (plus an 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.
B. The definition of "Consolidated Net Worth" set forth in
Section 1.1 of the Agreement is hereby amended to read in its
entirety as follows:
"Consolidated Net Worth" means at any date the
consolidated stockholders' equity of the Borrower and its
Consolidated Subsidiaries as such appear on the financial
statements of the Borrower determined in accordance with
generally accepted accounting principles (plus any amount by
which retained earnings 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
and without taking into account the effect of cumulative
currency translation adjustments).
PAGE
C. 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."
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 one and
the same instrument.
7. EFFECTIVENESS. This Amendment shall become effective as
of the date first above written upon receipt by the Bank of
counterparts hereof executed by each of the parties hereto.
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: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
UNION BANK OF SWITZERLAND
By: ROBERT W. CASEY, JR.
ROBERT W. CASEY, JR.
Vice President
LAURENT CHAIX
LAURENT CHAIX
Assistant Vice President
August 11, 1994
Mr. Robert W. Casey, Jr.
Union Bank of Switzerland
299 Park Avenue
New York, NY 10171
RE: CREDIT AGREEMENT BETWEEN THE INTERPUBLIC GROUP OF COMPANIES,
INC. AND UNION BANK OF SWITZERLAND
Dear Rob:
We are writing to you in connection with the Credit Agreement
between The Interpublic Group of Companies, Inc. and Union Bank
of Switzerland dated September 30, 1992 and effective as of
December 22, 1992. Section 2.13 of the Credit Agreement provides
that the Borrower may request extension of the Commitment under
the Agreement for an additional period of one year from the then
current Termination Date.
We hereby request you to extend the Termination Date to September
30, 1996. If you are agreeable to our request, please so
indicate by signing and returning the duplicate copy of this
letter which we have enclosed herewith.
Thanks.
Sincerely,
ALAN M. FORSTER
ALAN M. FORSTER
ACCEPTED & AGREED:
UNION BANK OF SWITZERLAND
By: ROBERT W. CASEY, JR.
ROBERT W. CASEY, JR.
Vice President
By: LAURENT CHAIX
LAURENT CHAIX
Assistant Vice President
Date: 9/23/94
cc: Mr. Kenneth E. Dutcher
Ms. Barbara S. Gmora
Ms. Marti M. Spears
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 15, 1994 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 30, 1992, as amended on April 30, 1993 and October 5,
1993 (the "Agreement") between THE INTERPUBLIC GROUP OF
COMPANIES, INC. (the "Borrower") and THE BANK OF NEW YORK (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 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 (plus an 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.
B. The definition of "Consolidated Net Worth" set forth in
Section 1.1 of the Agreement is hereby amended to read in its
entirety as follows:
"Consolidated Net Worth" means at any date the
consolidated stockholders' equity of the Borrower and its
Consolidated Subsidiaries as such appear on the financial
statements of the Borrower determined in accordance with
generally accepted accounting principles (plus any amount by
which retained earnings 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
and without taking into account the effect of cumulative
currency translation adjustments).
C. 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."
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 one and
the same instrument.
7. EFFECTIVENESS. This Amendment shall become effective as
of the date first above written upon receipt by the Bank of
counterparts hereof executed by each of the parties hereto.
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: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
THE BANK OF NEW YORK
By: HOWARD F. BASCOM, JR.
HOWARD F. BASCOM, JR.
Vice President
August 11, 1994
Mr. Howard F. Bascom, Jr.
The Bank of New York
One Wall Street
New York, NY 10286
RE: CREDIT AGREEMENT BETWEEN THE INTERPUBLIC GROUP OF COMPANIES,
INC. AND THE BANK OF NEW YORK
Dear Howard:
We are writing to you in connection with the Credit Agreement
between The Interpublic Group of Companies, Inc. and the Bank of
New York dated September 30, 1992 and effective as of December
30, 1992. Section 2.13 of the Credit Agreement provides that the
Borrower may request extension of the Commitment under the
Agreement for an additional period of one year from the then
current Termination Date.
We hereby request you to extend the Termination Date to September
30, 1996. If you are agreeable to our request, please so
indicate by signing and returning the duplicate copy of this
letter which we have enclosed herewith.
Thanks.
Sincerely,
ALAN M. FORSTER
ALAN M. FORSTER
ACCEPTED & AGREED:
THE BANK OF NEW YORK
By: HOWARD F. BASCOM, JR.
HOWARD F. BASCOM, JR.
Date: 9/20/94
cc: Mr. Kenneth E. Dutcher
Ms. Barbara S. Gmora
Ms. Marti M. Spears
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 15, 1994 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 23, 1992, as amended on April 30, 1993 and October 5,
1993 (the "Agreement") between THE INTERPUBLIC GROUP OF
COMPANIES, INC. (the "Borrower") and CHEMICAL BANK (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 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 (plus an 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.
B. The definition of "Consolidated Net Worth" set forth in
Section 1.1 of the Agreement is hereby amended to read in its
entirety as follows:
"Consolidated Net Worth" means at any date the
consolidated stockholders' equity of the Borrower and its
Consolidated Subsidiaries as such appear on the financial
statements of the Borrower determined in accordance with
generally accepted accounting principles (plus any amount by
which retained earnings 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
and without taking into account the effect of cumulative
currency translation adjustments).
C. Section 5.4(B) of the Agreement is hereby amended to
read in its entirety as follows:
PAGE
"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."
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 one and
the same instrument.
7. EFFECTIVENESS. This Amendment shall become effective as
of the date first above written upon receipt by the Bank of
counterparts hereof executed by each of the parties hereto.
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: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
CHEMICAL BANK
By: WILLIAM EWING III
WILLIAM EWING III
Managing Director
August 11, 1994
Mr. Christopher G. Mathon
Chemical Bank
270 Park Avenue
New York, NY 10017
RE: CREDIT AGREEMENT BETWEEN THE INTERPUBLIC GROUP OF COMPANIES,
INC. AND CHEMICAL BANK
Dear Chris:
We are writing to you in connection with the Credit Agreement
between The Interpublic Group of Companies, Inc. and Chemical
Bank dated September 30, 1992 and effective as of December 23,
1992. Section 2.13 of the Credit Agreement provides that the
Borrower may request extension of the Commitment under the
Agreement for an additional period of one year from the then
current Termination Date.
We hereby request you to extend the Termination Date to September
30, 1996. If you are agreeable to our request, please so
indicate by signing and returning the duplicate copy of this
letter which we have enclosed herewith.
Thanks.
Sincerely,
ALAN M. FORSTER
ALAN M. FORSTER
ACCEPTED & AGREED:
CHEMICAL BANK
By: WILLIAM EWING III
WILLIAM EWING III
Date: 9/22/94
cc: Mr. Kenneth E. Dutcher
Ms. Barbara S. Gmora
Ms. Marti M. Spears
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 15, 1994 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 16, 1992, as amended on April 30, 1993 and October 5,
1993 (the "Agreement") between THE INTERPUBLIC GROUP OF
COMPANIES, INC. (the "Borrower") and THE FUJI BANK, LIMITED (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 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 (plus an 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.
B. The definition of "Consolidated Net Worth" set forth in
Section 1.1 of the Agreement is hereby amended to read in its
entirety as follows:
"Consolidated Net Worth" means at any date the
consolidated stockholders' equity of the Borrower and its
Consolidated Subsidiaries as such appear on the financial
statements of the Borrower determined in accordance with
generally accepted accounting principles (plus any amount by
which retained earnings 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
and without taking into account the effect of cumulative
currency translation adjustments).
PAGE
C. 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."
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 one and
the same instrument.
7. EFFECTIVENESS. This Amendment shall become effective as
of the date first above written upon receipt by the Bank of
counterparts hereof executed by each of the parties hereto.
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: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
THE FUJI BANK, LIMITED
By: MICHAEL IMPERIALE
MICHAEL IMPERIALE
Vice President
August 11, 1994
Mr. Mark Nolan
The Fuji Bank, Limited
2 World Trade Center
New York, New York 10018
RE: CREDIT AGREEMENT BETWEEN THE INTERPUBLIC GROUP OF COMPANIES,
INC. AND THE FUJI BANK, LIMITED
Dear Mark:
We are writing to you in connection with the Credit Agreement
between The Interpublic Group of Companies, Inc. and The Fuji
Bank, Limited dated September 30, 1992 and effective as of
December 16, 1992. Section 2.13 of the Credit Agreement provides
that the Borrower may request extension of the Commitment under
the Agreement for an additional period of one year from the then
current Termination Date.
We hereby request you to extend the Termination Date to September
30, 1996. If you are agreeable to our request, please so
indicate by signing and returning the duplicate copy of this
letter which we have enclosed herewith.
Thanks.
Sincerely,
ALAN M. FORSTER
ALAN M. FORSTER
ACCEPTED & AGREED:
THE FUJI BANK, LIMITED
By: MICHAEL IMPERIALE
MICHAEL IMPERIALE
Date: 8/31/94
cc: Mr. Kenneth E. Dutcher
Ms. Barbara S. Gmora
Ms. Marti M. Spears
EXECUTIVE SPECIAL BENEFIT AGREEMENT
AGREEMENT made as of June 1, 1994, by and between THE
INTERPUBLIC GROUP OF COMPANIES, INC., a corporation of the State
of Delaware (hereinafter referred to as "Interpublic"), and
PHILIP H. GEIER, JR. (hereinafter referred to as "Executive"):
W I T N E S S E T H:
WHEREAS, Executive is in the employ of Interpublic
and/or one or more of its subsidiaries (Interpublic and its
subsidiaries being hereinafter referred to collectively as the
"Corporation"); and
WHEREAS, Interpublic and Executive desire to enter into
an Executive Special Benefit Agreement which shall be
supplementary to any employment agreement or arrangement which
Executive now or hereafter may have with respect to Executive's
employment by Interpublic or any of its subsidiaries;
NOW, THEREFORE, in consideration of the mutual promises
herein set forth, the parties hereto, intending to be legally
bound, agree as follows:
PAGE
ARTICLE I
DEATH AND SPECIAL RETIREMENT BENEFITS
1.01 The Corporation shall provide Executive
with the following benefits contingent upon Executive's
compliance with all the terms and conditions of this Agreement
and Executive's satisfactory completion of a physical examination
in connection with an insurance policy on the life of Executive
which Interpublic or its assignee (other than Executive) proposes
to obtain and own.
1.02 If, during a period of employment by the
Corporation which is continuous from the date of this Agreement,
Executive shall die while in the employ of the Corporation, the
Corporation shall pay to such beneficiary or beneficiaries as
Executive shall have designated pursuant to Section 1.06 (or in
the absence of such designation, shall pay to the Executor of the
Will or the Administrator of the Estate of Executive) survivor
income payments of Two Hundred Fifty Five Thousand ($255,000) per
annum for fifteen years following Executive's death, such
payments to be made on January 15 of each of the fifteen years
beginning with the year following the year in which Executive
dies.
1.03 If, after a continuous period of employment
from the date of this Agreement, Executive shall retire from the
employ of the Corporation so that the first day on which
Executive is no longer in the employ of the Corporation occurs on
or after July 18, 1998, the Corporation shall pay to Executive
PAGE
special retirement benefits at the rate of Two Hundred Fifty Five
Thousand Dollars ($255,000) per annum for fifteen years beginning
with the calendar month following Executive's last day of
employment, such payments to be made in equal monthly
installments.
1.04 If, after a continuous period of employment
from the date of this Agreement, Executive shall retire, resign,
or be terminated from the employ of the Corporation so that the
first day on which Executive is no longer in the employ of the
Corporation occurs prior to July 18, 1998, the Corporation shall
pay Executive no special retirement benefits unless (a) Executive
retires or resigns due to a Disability or (b) the Compensation
Committee of the Board of Directors of Interpublic determines in
its sole discretion that Executive should receive special
retirement benefits, in either of which cases the Corporation
shall pay to Executive the special retirement benefits provided
for in Section 1.03. For purposes of the preceding sentence
"Disability" means a condition that renders Executive completely
and presumably permanently unable to perform any or every duty of
his regular occupation.
1.05 If, following such termination of
employment, Executive shall die before payment of all of the
installments, if any, provided for in Section 1.03 or Section
1.04, any remaining installments shall be paid to such
beneficiary or beneficiaries as Executive shall have designated
pursuant to Section 1.06 or, in the absence of such designation,
to the Executor of the Will or the Administrator of the Estate of
Executive.
PAGE
1.06 For purposes of Sections 1.02, 1.03 and
1.04, or any of them, Executive may at any time designate a
beneficiary or beneficiaries by filing with the chief personnel
officer of Interpublic a Beneficiary Designation Form provided by
such officer. Executive may at any time, by filing a new
Beneficiary Designation Form, revoke or change any prior
designation of beneficiary.
1.07 If Executive shall die while in the employ
of the Corporation, no sum shall be payable pursuant to Sections
1.03, 1.04 or 1.05.
1.08 In connection with the life insurance
policy referred to in Section 1.01, Interpublic has relied on
written representations made by Executive concerning Executive's
age and the state of Executive's health. If said representations
are untrue in any material respect, whether directly or by
omission, and if the Corporation is damaged by any such untrue
representations, no sum shall be payable pursuant to Sections
1.02, 1.03, 1.04 or 1.05.
1.09 It is expressly agreed that Interpublic or
its assignee (other than Executive) shall at all times be the
sole and complete owner and beneficiary of the life insurance
policy referred to in Sections 1.01 and 1.08, shall have the
unrestricted right to use all amounts and exercise all options
and privileges thereunder without the knowledge or consent of
Executive or Executive's designated beneficiary or any other
person and that neither Executive nor Executive's designated
PAGE
beneficiary nor any other person shall have any right, title or
interest, legal or equitable, whatsoever in or to such policy.
ARTICLE II
NON-SOLICITATION OF CLIENTS OR EMPLOYEES
2.01 Following the termination of the employment
of Executive with the Corporation for any reason, Executive shall
not for a period of two years from such termination either (a)
solicit any employee of the Corporation to leave such employ to
enter into the employ of Executive or of any corporation or other
enterprise with which Executive is then associated or (b) solicit
or handle on Executive's own behalf or on behalf of any other
person, firm or corporation, the advertising, public relations,
sales promotion or market research business of any advertiser
which is a client of the Corporation at the time of such
termination.
ARTICLE III
ASSIGNMENT
3.01 This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of
Interpublic. Neither this Agreement nor any rights hereunder
shall be subject in any matter to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge by Executive,
and any such attempted action by Executive shall be void. This
Agreement may not be changed orally, nor may this Agreement be
PAGE
amended to increase the amount of any benefits that are payable
pursuant to this Agreement or to accelerate the payment of any
such benefits.
ARTICLE IV
CONTRACTUAL NATURE OF OBLIGATION
4.01 The liabilities of the Corporation to
Executive pursuant to this Agreement shall be those of a debtor
pursuant to such contractual obligations as are created by the
Agreement. Executive's rights with respect to any benefit to
which Executive has become entitled under this Agreement, but
which Executive has not yet received, shall be solely the rights
of a general unsecured creditor of the Corporation.
ARTICLE V
GENERAL PROVISIONS
5.01 It is understood that none of the payments
made in accordance with this Agreement shall be considered for
purposes of determining benefits under the Interpublic Pension
Plan, nor shall such sums be entitled to credits equivalent to
interest under the Plan for Credits Equivalent to Interest on
Balances of Deferred Compensation Owing under Employment
Agreements adopted effective as of January 1, 1974 by
Interpublic.
PAGE
5.02 This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
EMPLOYMENT AGREEMENT
AGREEMENT made as of August 1, 1994 by and between THE
INTERPUBLIC GROUP OF COMPANIES, INC., a corporation of the State
of Delaware (hereinafter referred to as "Interpublic"), and
KENNETH L. ROBBINS (hereinafter referred to as
"Executive").
W I T N E S S E T H:
WHEREAS, Interpublic and Executive are parties to an
Employment Agreement dated as of July 31, 1989, which Employment
Agreement ends, by its terms, on July 31, 1994;
NOW, THEREFORE, in consideration of the mutual promises
set forth herein the parties hereto, intending to be legally
bound, agree as follows:
ARTICLE I
TERM OF EMPLOYMENT
1.01 Upon the terms and subject to the conditions set
forth herein, Interpublic or one of its subsidiaries will employ
Executive for the period beginning August 1, 1994 and ending on
December 31, 1995, or on such earlier date as the employment of
Executive shall terminate pursuant to Article IV or Article V.
(The period during which Executive is employed hereunder is
referred to herein as the "term of employment" and Interpublic or
whichever of its subsidiaries shall from time to time employ
Executive pursuant to this Agreement is referred to herein as the
"Corporation".) Executive will serve the Corporation during the
term of employment.
ARTICLE II
DUTIES
2.01 During the term of employment Executive will:
(i) use his best efforts to promote the interests of
the Corporation and devote his full time and efforts to its
business and affairs;
(ii) perform such duties as the Corporation may from
time to time assign to him; and
(iii) serve in such offices of the Corporation as he
may be elected or appointed to. Executive's assignment under the
Employment Agreement shall be as Chairman of the Board and Chief
Executive Officer of Lintas Worldwide stationed in New York.
ARTICLE III
COMPENSATION
3.01 The Corporation will compensate Executive for the
duties performed by him hereunder, including all services
rendered as an officer or director of the Corporation, by payment
of a salary at the rate of $525,000 per annum, payable in equal
installments, which the Corporation may pay at either monthly or
semi-monthly intervals.
3.02 The Corporation may at any time increase the
compensation paid to Executive hereunder if the Corporation in
its discretion shall deem it advisable so to do in order to
compensate him fairly for services rendered to the Corporation.
ARTICLE IV
TERMINATION
4.01 Interpublic may terminate the employment of
Executive hereunder
(i) by giving Executive notice in writing at any time
specifying a termination date not less than twelve months after
the date on which such notice is given, in which event his
employment hereunder shall terminate on the date specified in
such notice, or
(ii) by giving him notice in writing at any time
specifying a termination date less than twelve months after the
date on which such notice is given. In this event his
employment hereunder shall terminate on the date specified in
such notice and the Corporation shall thereafter pay him a sum
equal to the amount by which twelve months' salary at his then
current rate exceeds the salary paid to him for the period from
the date on which such notice is given to the termination date
specified in such notice. Such payment shall be made during the
period immediately following the termination date specified in
such notice, in successive equal monthly installments each of
which shall be equal to one month's salary at the rate in effect
at the time of such termination, with any residue in respect of a
period less than one month to be paid together with the last
installment.
4.02 Executive may at any time give notice in writing
to Interpublic specifying a termination date not less than twelve
months after the date on which such notice is given, in which
event his employment hereunder shall terminate on the date
specified in such notice.
4.03 If the employment of Executive hereunder is
terminated pursuant to this Article IV by either Interpublic or
Executive, Executive shall continue to perform his duties
hereunder until the termination date at his salary in effect on
the date that notice of such termination is given.
4.04 If Executive dies before December 31, 1995, his
employment hereunder shall terminate on the date of his death.
ARTICLE V
COVENANTS
5.01 While Executive is employed hereunder by the
Corporation he shall not without the prior written consent of the
Corporation engage, directly or indirectly, in any other trade,
business or employment, or have any interest, direct or indirect,
in any other business, firm or corporation; provided, however,
that he may continue to own or may hereafter acquire any
securities of any class of any publicly-owned company.
5.02 Executive shall treat as confidential and keep
secret the affairs of the Corporation and shall not at any time
during the term of employment or thereafter, without the prior
written consent of the Corporation, divulge, furnish or make
known or accessible to, or use for the benefit of, anyone other
than the Corporation and its subsidiaries and affiliates any
information of a confidential nature relating in any way to the
business of the Corporation or its subsidiaries or affiliates or
their clients and obtained by him in the course of his employment
hereunder.
5.03 If Executive violates any provision of Section
5.01 or Section 5.02, Interpublic may, notwithstanding the
provisions of Section 4.01, terminate the employment of Executive
at any time by giving him notice in writing specifying a
termination date. In such event, his employment hereunder shall
terminate on the date specified in such notice.
5.04 All records, papers and documents kept or made by
Executive relating to the business of the Corporation or its
subsidiaries or affiliates or their clients shall be and remain
the property of the Corporation.
5.05 All articles invented by Executive, processes
discovered by him, trademarks, designs, advertising copy and art
work, display and promotion materials and, in general, everything
of value conceived or created by him pertaining to the business
of the Corporation or any of its subsidiaries or affiliates
during the term of employment, and any and all rights of every
nature whatever thereto, shall immediately become the property of
the Corporation, and Executive will assign, transfer and deliver
all patents, copyrights, royalties, designs and copy, and any and
all interests and rights whatever thereto and thereunder to the
Corporation, without further compensation, upon notice to him
from the Corporation.
5.06 Following the termination of Executive's
employment hereunder for any reason, Executive shall not for a
period of twenty-four months from such termination either (a)
solicit any employee of the Corporation to leave such employ to
enter the employ of Executive or of any corporation or enterprise
with which Executive is then associated or (b) solicit or handle
on Executive's own behalf or on behalf of any other person, firm
or corporation, the advertising, public relations, sales
promotion or market research business of any advertiser which is
a client of the Corporation at the time of such termination.
ARTICLE VI
ASSIGNMENT
6.01 This Agreement shall be binding upon and enure to
the benefit of the successors and assigns of Interpublic.
Neither this Agreement nor any rights hereunder shall be
assignable by Executive and any such purported assignment by him
shall be void.
ARTICLE VII
AGREEMENT ENTIRE
7.01 Except for
(i) the Executive Special Benefit Agreement
between Executive and Interpublic made as of April 1, 1983,
as amended by Supplemental Agreements made of August 27,
1985 and May 23, 1990, and
(ii) the Executive Severance Agreement between
Executive and Interpublic dated August 10, 1987, as amended
by a Supplemental Agreement dated August 10, 1992,
this Agreement constitutes the entire understanding between
Interpublic and Executive concerning his employment by
Interpublic or any of its subsidiaries and supersedes any and all
previous agreements between Executive and Interpublic or any of
its subsidiaries concerning such employment. This Agreement may
not be changed orally.
ARTICLE VIII
APPLICABLE LAW
8.01 The Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: C. KENT KROEBER
C. KENT KROEBER
KENNETH L. ROBBINS
KENNETH L. ROBBINS
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 15, 1994 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 23, 1992, as amended on April 30, 1993 and October 5,
1993 (the "Agreement") between THE INTERPUBLIC GROUP OF
COMPANIES, INC. (the "Borrower") and NBD BANK, 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 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 (plus an 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.
B. The definition of "Consolidated Net Worth" set forth in
Section 1.1 of the Agreement is hereby amended to read in its
entirety as follows:
"Consolidated Net Worth" means at any date the
consolidated stockholders' equity of the Borrower and its
Consolidated Subsidiaries as such appear on the financial
statements of the Borrower determined in accordance with
generally accepted accounting principles (plus any amount by
which retained earnings 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
and without taking into account the effect of cumulative
currency translation adjustments).
C. Section 5.4(B) of the Agreement is hereby amended to
read in its entirety as follows:
PAGE
"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."
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 one and
the same instrument.
7. EFFECTIVENESS. This Amendment shall become effective as
of the date first above written upon receipt by the Bank of
counterparts hereof executed by each of the parties hereto.
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: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
NBD BANK, N.A.
By: CAROLYN J. PARKS
CAROLYN J. PARKS
Vice President
August 11, 1994
Ms. Carolyn Parks
NBD Bank, N.A.
611 Woodward Avenue
Detroit, Michigan 48226
RE: CREDIT AGREEMENT BETWEEN THE INTERPUBLIC GROUP OF COMPANIES,
INC. AND NBD BANK, N.A.
Dear Carolyn:
We are writing to you in connection with the Credit Agreement
between the Interpublic Group of Companies, Inc. and NBD Bank,
N.A. dated September 30, 1992 and effective as of December 23,
1992. Section 2.13 of the Credit Agreement provides that the
Borrower may request extension of the Commitment under the
Agreement for an additional period of one year from the then
current Termination Date.
We hereby request you to extend the Termination Date to September
30, 1996. If you are agreeable to our request, please so
indicate by signing and returning the duplicate copy of this
letter which we have enclosed herewith.
Thanks.
ALAN M. FORSTER
ALAN M. FORSTER
ACCEPTED & AGREED
NBD BANK, N.A.
By: Carolyn J. Parks
Date: 9/12/94
cc: Mr. Kenneth E. Dutcher
Ms. Barbara G. Gmora
Ms. Marti M. Spears
AMENDMENT NO. 4 TO
THE LOAN AGREEMENT BETWEEN THE
INTERPUBLIC GROUP OF COMPANIES, INC. AND
NBD BANK, N.A.
AMENDMENT No. 4, dated as of August 15, 1994 to the Term
Loan Agreement dated March 14, 1991, as amended on December 21,
1992, April 30, 1993 and October 5, 1993 (the "Agreement")
between The Interpublic Group of Companies, Inc. (the "Company")
and NBD Bank, N.A. (The "Bank").
Section 1. 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" shall mean 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.
B. The definition of "Consolidated Net Worth" set forth in
Section 1.1 of the Agreement is hereby amended to read in its
entirety as follows:
"Consolidated Net Worth" means at any date the
consolidated stockholders' equity of the Company and its
Consolidated Subsidiaries as such appear on the financial
statements of the Company determined in accordance with
generally accepted accounting principles (plus any amount by
which retained earnings 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
and without taking into account the effect of cumulative
currency translation adjustments).
C. Section 5.1 (a)(ii) of the Agreement is hereby amended
to read in its entirety as follows:
"(ii) as soon as available and in any event within 50
days after the end of each of the first three quarters of each
fiscal year of the Company, a consolidated balance sheet of the
Company and its Consolidated Subsidiaries as at the end of such
quarter and the related consolidated statements of income and
retained earnings and statement of cash flows of the Company and
its Consolidated Subsidiaries for such quarter and for the
portion of the Company's fiscal year ended at the end of such
quarter setting forth in each case in comparative form the
PAGE
figures for the corresponding quarter and the corresponding
portion of the Company's previous fiscal year, all certified
(subject to normal year-end adjustments) as to fairness of
presentation, generally accepted accounting principles and
consistency (except to the extent of any change described therein
and permitted by generally accepted accounting principles) by the
chief financial officer or the chief accounting officer of the
Company."
D. Section 6.1 (e) of the Agreement is hereby amended by
deleting the figure "$5,000,000" on the third line therein and
substituting for such figure the figure "$10,000,000".
Section 2. MISCELLANEOUS. Except as specifically amended
above, the Agreement shall remain in full force and effect.
Section 3. GOVERNING LAW. This Agreement shall be
governed by, and construed in accordance with, the law of the
State of New York.
Section 4. COUNTERPARTS. 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:
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
NBD BANK, N.A.
By: CAROLYN J. PARKS
CAROLYN J. PARKS
Vice President
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 15, 1994 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 23, 1992, as amended on April 30, 1993 and October 5,
1993 (the "Agreement") between THE INTERPUBLIC GROUP OF
COMPANIES, INC. (the "Borrower") and SWISS BANK CORPORATION (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 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 (plus an 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.
B. The definition of "Consolidated Net Worth" set forth in
Section 1.1 of the Agreement is hereby amended to read in its
entirety as follows:
"Consolidated Net Worth" means at any date the
consolidated stockholders' equity of the Borrower and its
Consolidated Subsidiaries as such appear on the financial
statements of the Borrower determined in accordance with
generally accepted accounting principles (plus any amount by
which retained earnings 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
and without taking into account the effect of cumulative
currency translation adjustments).
C. Section 5.4(B) of the Agreement is hereby amended to
read in its entirety as follows:
PAGE
"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."
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 one and
the same instrument.
7. EFFECTIVENESS. This Amendment shall become effective as
of the date first above written upon receipt by the Bank of
counterparts hereof executed by each of the parties hereto.
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: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
SWISS BANK CORPORATION
By: JANE A. MAJESKI
JANE A. MAJESKI
Director, Merchant Banking
By: WENDY P. FIELD
WENDY P. FIELD
Director, Merchant Banking