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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 ending September 30, 1995
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, 1995: 78,225,119
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, 1995 and
December 31, 1994 3-4
Consolidated Income Statement
Three months ended September 30, 1995
and 1994 5
Consolidated Income Statement
Nine months ended September 30, 1995
and 1994 6
Consolidated Statement of Cash Flows
Nine months ended September 30, 1995
and 1994 7
Notes to Consolidated Financial Statements 8
Computation of Earnings Per Share 9 - 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11 - 13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14 - 15
SIGNATURES 16
INDEX TO EXHIBITS 17 - 18
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,
1995 1994
Current Assets:
Cash and cash equivalents (includes
certificates of deposit: 1995-$78,279;
1994-$151,341) $ 300,862 $ 413,709
Marketable securities, at cost which
approximates market 32,640 27,893
Receivables (less allowance for doubtful
accounts: 1995-$22,324; 1994-$22,656) 1,946,943 2,072,764
Expenditures billable to clients 136,388 104,787
Prepaid expenses and other current assets 100,060 56,154
Total current assets 2,516,893 2,675,307
Other Assets:
Investment in unconsolidated affiliates 75,155 63,824
Deferred taxes on income 92,198 84,788
Other investments and miscellaneous assets 149,748 120,242
Total other assets 317,101 268,854
Fixed Assets, at cost:
Land and buildings 78,348 73,370
Furniture and equipment 350,003 320,164
428,351 393,534
Less accumulated depreciation 236,326 212,755
192,025 180,779
Unamortized leasehold improvements 76,401 67,348
Total fixed assets 268,426 248,127
Intangible Assets (less accumulated
amortization: 1995-$150,751;
1994-$130,045) 682,872 601,130
Total assets $3,785,292 $3,793,418
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,
1995 1994
Current Liabilities:
Payable to banks $ 195,452 $ 128,529
Accounts payable 1,887,699 2,090,406
Accrued expenses 261,562 292,436
Accrued income taxes 79,500 83,802
Total current liabilities 2,424,213 2,595,173
Noncurrent Liabilities:
Long-term debt 147,156 131,276
Convertible subordinated debentures 112,546 110,527
Deferred compensation and reserve
for termination liabilities 230,172 215,893
Accrued postretirement benefits 45,751 45,751
Other noncurrent liabilities 90,496 32,886
Minority interests in consolidated
subsidiaries 12,591 12,485
Total noncurrent liabilities 638,712 548,818
Stockholders' Equity:
Preferred Stock, no par value
shares authorized: 20,000,000
shares issued:none
Common Stock, $.10 par value
shares authorized: 150,000,000
shares issued:
1995 - 89,256,648
1994 - 87,705,760 8,926 8,771
Additional paid-in capital 428,990 383,678
Retained earnings 686,557 619,627
Adjustment for minimum pension
liability (6,422) (6,422)
Cumulative translation adjustments (90,975) (97,587)
1,027,076 908,067
Less:
Treasury stock, at cost:
1995 - 11,045,953 shares
1994 - 10,001,680 shares 270,777 222,698
Unamortized expense of restricted
stock grants 33,932 35,942
Total stockholders' equity 722,367 649,427
Total liabilities and stockholders'
equity $3,785,292 $3,793,418
See accompanying notes to consolidated financial statements.
4
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
THREE MONTHS ENDED SEPTEMBER 30
(Dollars in Thousands Except Per Share Data)
1995 1994
Revenue $ 476,308 $ 427,378
Other income 16,178 13,130
Gross income 492,486 440,508
Costs and expenses:
Operating expenses 444,909 400,591
Interest 10,502 7,706
Total costs and expenses 455,411 408,297
Income before provision for income taxes 37,075 32,211
Provision for income taxes:
United States - federal 9,572 11,698
- state and local 1,984 (90)
Foreign 4,397 2,671
Total provision for income taxes 15,953 14,279
Income of consolidated companies 21,122 17,932
Loss applicable to minority
interests (757) (1,144)
Equity in net income of unconsolidated
affiliates 1,816 616
Net income $ 22,181 $ 17,404
Weighted average number of common shares 78,172,381 75,565,452
Earnings per common and common equivalent
share $ .28 $ .23
Cash dividends per common share $ .155 $ .140
See accompanying notes to consolidated financial statements.
5
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
NINE MONTHS ENDED SEPTEMBER 30
(Dollars in Thousands Except Per Share Data)
1995 1994
Revenue $ 1,458,170 $ 1,312,487
Other income 51,890 46,488
Gross income 1,510,060 1,358,975
Costs and expenses:
Operating expenses 1,306,089 1,186,610
Interest 28,232 23,771
Total costs and expenses 1,334,321 1,210,381
Income before provision for income taxes 175,739 148,594
Provision for income taxes:
United States - federal 32,473 29,081
- state and local 11,603 7,875
Foreign 30,834 26,958
Total provision for income taxes 74,910 63,914
Income of consolidated companies 100,829 84,680
Loss applicable to minority interests (3,628) (1,691)
Equity in net income of unconsolidated
affiliates 3,924 1,504
Income before effect of accounting
change 101,125 84,493
Effect of accounting change:
Postemployment benefits - (21,780)
Net income $ 101,125 $ 62,713
Weighted average number of common shares 77,981,543 75,184,671
Per share data:
Income before effect of accounting change $ 1.30 1.12
Effect of accounting change - (.29)
Net income $ 1.30 $ .83
Cash dividends per common share $ .450 $ .405
See accompanying notes to consolidated financial statements.
6
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30
(Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES: 1995 1994
Net income after effect of accounting change $101,125 $ 62,713
Adjustments to reconcile net income to
cash (used in)/provided by operating activities:
Effect of accounting change - 21,780
Depreciation and amortization of fixed assets 38,766 32,259
Amortization of intangible assets 20,706 16,108
Amortization of restricted stock awards 10,527 7,864
Equity in net income of unconsolidated
affiliates (3,924) (1,504)
Income applicable to minority interests 3,628 1,691
Translation losses 2,779 13,322
Other 7,324 (9,031)
Changes in assets and liabilities, net of acquisitions:
Receivables 140,984 73,824
Expenditures billable to clients (30,067) (22,590)
Prepaid expenses and other assets (41,968) (2,949)
Accounts payable and accrued expenses (268,551) (158,458)
Accrued income taxes 11,430 (5,230)
Deferred income taxes (13,939) (31,200)
Deferred compensation and reserve for termination
liabilities 4,835 41,414
Net cash (used in)/provided by operating activities (16,345) 40,013
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions (68,702) (48,236)
Capital expenditures (47,163) (34,931)
Proceeds from sales of assets (656) 38,578
Net (purchases) of marketable securities (2,474) (8,507)
Other investments and miscellaneous assets (5,103) (3,507)
Unconsolidated affiliates (7,520) (3,753)
Net cash used in investing activities (131,618) (60,356)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase/(decrease) in short-term borrowings 50,990 (8,831)
Proceeds from long-term debt 40,000 25,000
Payments of debt (14,441) (21,981)
Treasury stock acquired (49,786) (29,332)
Issuance of common stock 27,772 10,215
Cash dividends (34,194) (29,746)
Net cash provided by/(used in)
financing activities 20,341 (54,675)
Effect of exchange rates on cash and cash
equivalents 14,775 16,265
Decrease in cash and cash equivalents (112,847) (58,753)
Cash and cash equivalents at beginning of year 413,709 292,268
Cash and cash equivalents at end of period $300,862 $233,515
See accompanying notes to consolidated financial statements.
7
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Consolidated Financial Statements
(a) In the opinion of management, the consolidated balance sheet as of
September 30, 1995, the consolidated income statements for the three
months and nine months ended September 30, 1995 and 1994 and the
consolidated statement of cash flows for the nine months ended
September 30, 1995 and 1994, contain all adjustments (which include
only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at September
30, 1995 and for all periods presented.
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's") December 31,
1994 annual report to stockholders.
(b) Statement of Financial Accounting Standards (SFAS) 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
$39.7 million and $52.7 million in the first nine months of 1995 and
1994, respectively. Interest payments during the first nine months of
1995 were approximately $18.1 million. Interest payments during the
comparable period of 1994 were approximately $14.9 million.
(c) Effective January 1, 1994, the Company adopted SFAS No. 112
"Employers' Accounting for Postemployment Benefits" and recorded a
one-time pre-tax charge of $39.6 million or $21.8 million after-tax.
As of September 30, 1995 deferred compensation and reserve for
termination allowances includes approximately $41.2 million of
postemployment benefits.
8
Exhibit 11
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Dollars in Thousands Except Per Share Data)
Three Months Ended September 30
Primary 1995 1994
Net income $ 22,181 $ 17,404
Add:
Dividends paid net of related income
tax applicable to restricted stock 120 92
Net income, as adjusted $ 22,301 $ 17,496
Weighted average number of common shares
outstanding 75,602,346 73,296,460
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,570,035 2,268,992
Total 78,172,381 75,565,452
Earnings per common and common equivalent
share $ .28 $ .23
Three Months Ended September 30
Fully Diluted 1995 1994
Net income $ 22,181 $ 17,404
Add:
After tax interest savings on assumed
conversion of subordinated debentures 1,600 1,527
Dividends paid net of related income tax
applicable to restricted stock 127 96
Net income, as adjusted $ 23,908 $ 19,027
Weighted average number of common shares
outstanding 75,602,346 73,296,460
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,730,172 2,320,752
Assumed conversion of subordinated
debentures 3,002,130 3,002,130
Total 81,334,648 78,619,342
Earnings per common and common equivalent
share $ .29 $ .24
9
Exhibit 11
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Dollars in Thousands Except Per Share Data)
Nine Months Ended September 30
Primary 1995 1994
Net income before effect of accounting
change $ 101,125 $ 84,493
Effect of accounting change - (21,780)
Add:
Dividends paid net of related income tax
applicable to restricted stock 325 264
Net income, as adjusted $ 101,450 $ 62,977
Weighted average number of common shares
outstanding 75,548,236 72,949,730
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,433,307 2,234,941
Total 77,981,543 75,184,671
Per share data:
Income before effect of accounting change 1.30 1.12
Effect of accounting change - (.29)
Net income $ 1.30 $ .83
Nine Months Ended September 30
Fully Diluted 1995 1994
Net income before effect of accounting
change $ 101,125 $ 84,493
Effect of accounting change - (21,780)
Add:
After tax interest savings on assumed
conversion of subordinated debentures 4,654 4,547
Dividends paid net of related income tax
applicable to restricted stock 347 274
Net income, as adjusted $ 106,126 $ 67,534
Weighted average number of common shares
outstanding 75,548,236 72,949,730
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,637,689 2,289,594
Assumed conversion of subordinated
debentures 3,002,130 3,002,130
Total 81,188,055 78,241,454
Per share data:
Income before effect of accounting change 1.31 1.14
Effect of accounting change - (.28)
Net income $ 1.31 $ .86
10
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, 1995 was $92.7 million, an increase of
$12.5 million from December 31, 1994. The ratio of current assets to
current liabilities remained relatively unchanged from December 31, 1994 at
approximately 1.0 to 1.
During 1994, Interpublic Group of Companies, Inc. (the "Company") acquired
Western International Media Corporation and Ammirati & Puris Holding, Inc.
In April 1995, the Company acquired all the assets of Newspaper Services of
America, Inc. The purchase price was approximately $7 million.
In April 1995, the Company along with the management of Campbell Mithun
Esty (CME) acquired substantially all of the assets of CME. The purchase
price for Interpublic's share was $20.0 million. The Company, together
with the management of Campbell Mithun Esty, will operate CME going forward
on a 50/50 basis.
In October 1995, the Company, in a 50/50 joint venture with All American
Communications, Inc., acquired certain assets and liabilities of Mark
Goodson Productions. The purchase price for Interpublic's fifty (50)
percent share was approximately $25.0 million in shares of the Company's
common stock.
In November 1995, the Company acquired all of the stock of Anderson &
Lembke Inc. for approximately $22.0 million in shares of the Company's
stock.
Historically, cash flow from operations has been the primary source of
working capital and management believes that it will continue to be in the
future. 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 1995, the Company acquired 1,393,250 shares of its own stock for
approximately $49.8 million for the purpose of fulfilling the Company's
obligations under its various compensation plans.
11
PAGE
RESULTS OF OPERATIONS
Three Months Ended September 30, 1995 Compared to Three Months Ended
September 30, 1994
Total revenue for the three months ended September 30, 1995 increased $48.9
million, or 11.4%, to $476.3 million compared to the same period in 1994.
Domestic revenue increased $28.4 million or 19.5% from 1994 levels.
Foreign revenue increased $20.5 million or 7.3% during the third quarter of
1995 compared to 1994. Other income increased by $3.0 million during the
third quarter of 1995 compared to the same period in 1994.
Operating expenses increased $44.3 million or 11.1% during the three months
ended September 30, 1995 compared to the same period in 1994. Interest
expense increased 36.3% as compared to the same period in 1994.
Pretax income increased $4.9 million or 15.1% during the three months ended
September 30, 1995 compared to the same period in 1994.
The increase in total revenue, operating expenses, and pretax income is
primarily due to acquired companies' results of operations.
In the fourth quarter of 1994, the Company recorded restructuring charges
of $48.7 million in connection with the elimination of duplicate facilities
and excess personnel resulting primarily from the merger of Lintas New York
and Ammirati & Puris agencies and certain international offices. Third
quarter 1995 salary savings realized from the restructuring amounted to
approximately $5.2 million.
Net losses from exchange and translation of foreign currencies for the
three months ended September 30, 1995 were approximately $1.3 million
versus $.4 million for the same period in 1994.
The effective tax rate for the three months ended September 30, 1995 was
43.0%, as compared to 44.3% in 1994. The decrease 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, 1995 Compared to Nine Months Ended
September 30, 1994
Total revenue for the nine months ended September 30, 1995 increased $145.7
million, or 11.1%, to $1,458.2 million compared to the same period in 1994.
Domestic revenue increased $56.0 million or 12.0% from 1994 levels.
Foreign revenue increased $89.7 million or 10.6% during the first nine
months of 1995 compared to 1994. Other income increased $5.4 million in
the first nine months of 1995 compared to the same period in 1994.
Operating expenses increased $119.5 million or 10.1% during the nine months
ended September 30, 1995 compared to the same period in 1994. Interest
expense increased 18.8% during the nine months ended September 30, 1995 as
compared to the same nine month period in 1994.
Pretax income increased $27.1 million or 18.3% during the nine months ended
September 30, 1995 compared to the same period in 1994.
12
PAGE
The increase in total revenue, operating expenses, and pretax income is
primarily due to acquired companies' results of operations.
In the fourth quarter of 1994, the Company recorded restructuring charges
of $48.7 million in connection with the elimination of duplicate facilities
and excess personnel resulting primarily from the merger of Lintas New York
and Ammirati & Puris agencies and certain international offices. At
December 31, 1994 the Company's liability related to these restructuring
charges totalled $27.6 million for severance. The remaining liability at
September 30, 1995 is $4.5 million for severance. Total salary savings for
the nine months ended September 30, 1995 realized from the restructuring
amounted to approximately $14.1 million. The Company expects to realize
additional salary savings from restructuring of approximately $4.9 million
during the remainder of 1995.
Net losses from exchange and translation of foreign currencies for the nine
months ended September 30, 1995 were approximately $3.4 million versus $9.8
million for the same period in 1994.
The effective tax rate for the nine months ended September 30, 1995 was
42.6%, as compared to 43.0% in 1994. The decrease in the effective tax
rate is mainly due to the geographic mix of earnings.
13
PAGE
PART II - OTHER INFORMATION
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 10A(i) Supplemental Agreement made as of July 14, 1995, by and
between Interpublic and Eugene P. Beard to an Employment
Agreement made as of January 1, 1983.
Exhibit 10A(ii) Employment Agreement, made as of July 1, 1995, by and
between Interpublic and Eugene P. Beard.
Exhibit 10B Supplemental Agreement made as of July 1, 1995, by and
between Interpublic and John J. Dooner to an Employment
Agreement made as of January 1, 1994.
Exhibit 10C Supplemental Agreement made as of May 10, 1995, by and
among Interpublic, Ammirati & Puris Inc., and Martin
Puris to an Employment Agreement made as of August 11,
1994.
Exhibit 10D(i) Amendment No. 1, dated as of August 3, 1995 to the
Credit Agreement, dated as of December 1, 1994, between
Interpublic and Bank of America National Trust & Savings
Association.
Exhibit 10D(ii) Amendment No. 5, dated as of August 3, 1995 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.
Exhibit 10D(iii) Amendment No. 5, dated as of August 3, 1995 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 23, 1992, between Interpublic
and Chemical Bank.
Exhibit 10D(iv) Amendment No. 5, dated as of August 3, 1995 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 22, 1992, between Interpublic
and Citibank N.A.
Exhibit 10D(v) Amendment No. 5, dated as of August 3, 1995 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 16, 1992, between Interpublic
and The Fuji Bank, Limited.
Exhibit 10D(vi) Amendment No. 5, dated as of August 3, 1995 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 10D(vii) Amendment No. 5, dated as of August 3, 1995 to the Term
Loan Agreement, dated March 14, 1991, between
Interpublic and NBD.
14
PAGE
Exhibit 10D(viii) Amendment No. 1, dated as of August 3, 1995 to a Note
Purchase Agreement, dated as of May 26, 1994, between
Interpublic and The Prudential Insurance Company of
America ("Prudential").
Exhibit 10D(ix) Amendment No. 1, dated August 3, 1995 to a Note Purchase
Agreement, dated as of April 28, 1995, between
Interpublic and Prudential.
Exhibit 10D(x) Amendment No. 5, dated as of August 3, 1995 to a Note
Purchase Agreement, dated as of August 20, 1991, by and
among Interpublic, MacLaren McCann Canada Inc. and
Prudential.
Exhibit 10D(xi) Amendment No. 5, dated as of August 3, 1995 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 18, 1992, between Interpublic
and Swiss Bank Corporation.
Exhibit 10D(xii) Amendment No. 1, dated as of August 3, 1995 to the
Credit Agreement, dated as of March 14, 1995, between
Interpublic and Trust Company Bank ("Trust").
Exhibit 10D(xiii) Amendment No. 5, dated as of August 3, 1995 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 30, 1992, between Interpublic
and Trust.
Exhibit 10D(xiv) Amendment No. 6, dated as of August 3, 1995 to the
Credit Agreement, dated as of March 14, 1991, between
Interpublic and Trust.
Exhibit 10D(xv) Amendment No. 5, dated as of August 3, 1995 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 29, 1992, between Interpublic
and Union Bank of Switzerland.
Exhibit 10E Agreement, dated as of January 1, 1995 between
Interpublic and Robert James.
Exhibit 11 Computation of Earnings Per Share
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
ended September 30, 1995.
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, 1995 By: PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
Chairman of the Board,
President and Chief Executive
Officer
Date: November 14, 1995 By: EUGENE P. BEARD
EUGENE P. BEARD
Vice Chairman-
Finance and Operations
16
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No. Description
Exhibit 10A(i) Supplemental Agreement made as of July 14,
1995, by and between Interpublic and Eugene P.
Beard to an Employment Agreement made as of
January 1, 1983.
Exhibit 10A(ii) Employment Agreement, made as of July 1, 1995,
by and between Interpublic and Eugene P. Beard.
Exhibit 10B Supplemental Agreement made as of July 1, 1995,
by and between Interpublic and John J. Dooner
to an Employment Agreement made as of January
1, 1994.
Exhibit 10C Supplemental Agreement made as of May 10, 1995,
by and among Interpublic, Ammirati & Puris
Inc., and Martin Puris to an Employment
Agreement made as of August 11, 1994.
Exhibit 10D(i) Amendment No. 1, dated as of August 3, 1995 to
the Credit Agreement, dated as of December 1,
1994, between Interpublic and Bank of America
National Trust & Savings Association.
Exhibit 10D(ii) Amendment No. 5, dated as of August 3, 1995 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.
Exhibit 10D(iii) Amendment No. 5, dated as of August 3, 1995 to
the Credit Agreement, dated as of September 30,
1992, and effective as of December 23, 1992,
between Interpublic and Chemical Bank.
Exhibit 10D(iv) Amendment No. 5, dated as of August 3, 1995 to
the Credit Agreement, dated as of September 30,
1992, and effective as of December 22, 1992,
between Interpublic and Citibank N.A.
Exhibit 10D(v) Amendment No. 5, dated as of August 3, 1995 to
the Credit Agreement, dated as of September 30,
1992, and effective as of December 16, 1992,
between Interpublic and The Fuji Bank, Limited.
Exhibit 10D(vi) Amendment No. 5, dated as of August 3, 1995 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 10D(vii) Amendment No. 5, dated as of August 3, 1995 to
the Term Loan Agreement, dated March 14, 1991,
between Interpublic and NBD.
17
PAGE
Exhibit 10D(viii) Amendment No. 1, dated as of August 3, 1995 to
a Note Purchase Agreement, dated as of May 26,
1994, between Interpublic and The Prudential
Insurance Company of America ("Prudential").
Exhibit 10D(ix) Amendment No. 1, dated August 3, 1995 to a Note
Purchase Agreement, dated as of April 28, 1995,
between Interpublic and Prudential.
Exhibit 10D(x) Amendment No. 5, dated as of August 3, 1995 to
a Note Purchase Agreement, dated as of August
20, 1991, by and among Interpublic, MacLaren
McCann Canada Inc. and Prudential.
Exhibit 10D(xi) Amendment No. 5, dated as of August 3, 1995 to
the Credit Agreement, dated as of September 30,
1992, and effective as of December 18, 1992,
between Interpublic and Swiss Bank Corporation.
Exhibit 10D(xii) Amendment No. 1, dated as of August 3, 1995 to
the Credit Agreement, dated as of March 14,
1995, between Interpublic and Trust Company
Bank ("Trust").
Exhibit 10D(xiii) Amendment No. 5, dated as of August 3, 1995 to
the Credit Agreement, dated as of September 30,
1992, and effective as of December 30, 1992,
between Interpublic and Trust.
Exhibit 10D(xiv) Amendment No. 6, dated as of August 3, 1995 to
the Credit Agreement, dated as of March 14,
1991, between Interpublic and Trust.
Exhibit 10D(xv) Amendment No. 5, dated as of August 3, 1995 to
the Credit Agreement, dated as of September 30,
1992, and effective as of December 29, 1992,
between Interpublic and Union Bank of
Switzerland.
Exhibit 10E Agreement, dated as of January 1, 1995 between
Interpublic and Robert James.
Exhibit 11 Computation of Earnings Per Share
Exhibit 27 Financial Data Schedule
18
SUPPLEMENTAL AGREEMENT
SUPPLEMENTAL AGREEMENT made as of July 14, 1995, by
and between THE INTERPUBLIC GROUP OF COMPANIES, INC., a
corporation of the State of Delaware (hereinafter referred to as
the "Corporation"), and EUGENE P. BEARD (hereinafter referred to
as "Executive"):
W I T N E S S E T H:
WHEREAS, the Corporation and Executive are parties
to an Employment Agreement made as of January 1, 1983, as amended
by Supplemental Agreements dated as of February 19, 1985,
September 24, 1985, March 1, 1986, January 4, 1988, January 1,
1990, May 15, 1990, March 1, 1991, October 1, 1991, January 1,
1994, January 5, 1994, June 1, 1994 and January 1, 1995
(hereinafter referred to collectively as the "Employment
Agreement"); and
WHEREAS, the Corporation and Executive desire to
amend the Employment Agreement;
PAGE
NOW, THEREFORE, in consideration of the mutual
promises herein and in the Employment Agreement set forth, the
parties hereto, intending to be legally bound, agree as follows:
1. Section 3.04 of the Employment Agreement is hereby
deleted in its entirety, effective July 14, 1995, and the
following substituted therefore:
"3.04 If Executive dies while employed by the
Corporation, while receiving payments hereunder, or while
receiving payments in accordance with the provisions of
subdivision (ii) of Section 4.01, any amount payable in
accordance with the provisions of Section 3.03 or Section
4.01 shall be paid in a lump sum to the Executor of his
Will or the Administrator of his Estate."
2. Except as hereinabove amended, the Employment
shall continue in full force and effect.
PAGE
3. This Supplemental Agreement shall be governed
by the laws of the State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: C. KENT KROEBER
C. KENT KROEBER
EUGENE P. BEARD
EUGENE P. BEARD
EMPLOYMENT AGREEMENT
AGREEMENT made as of July 1, 1995 by and between THE
INTERPUBLIC GROUP OF COMPANIES, INC., a corporation of the State
of Delaware (hereinafter referred to as "Interpublic"), and
EUGENE P. BEARD (hereinafter referred to as "Executive").
In consideration of the mutual promises set forth
herein the parties hereto 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 July 1, 1995 and ending on
December 31, 1997, or on such earlier date as the employment of
Executive shall terminate pursuant to Article V or Article VI.
(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
PAGE
"Corporation"). Executive will serve the Corporation during the
term of employment. Executive shall have the option, to request
a change in employment status commencing July 1, 1997 and, if
agreed to by the Corporation, the compensation, terms and
duration of the new employment status will be mutually agreed to
by Executive and the Corporation.
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 including the identification of
his successor which is acceptable to Executive and the Chief
Executive Officer and approved by the Corporation's Board of
Directors.
PAGE
(iii) serve in such offices of the Corporation or
its subsidiaries as he may be elected or appointed to which, so
long as he remains a full time employee, shall not be less than
Executive Vice President-Finance and Operations and Chief
Financial Officer, or such greater title such as he may be
elected to prior to or during the term of this Agreement.
(iv) be proposed as a member of the Corporation's
Board of Directors.
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 $150,000 per annum, payable in equal
installments, which the Corporation may pay at either monthly or
semi-monthly intervals, and by payment of the additional
compensation specified in Section 3.02.
PAGE
3.02 Subject to the provisions of the second sentence
of this Section 3.02, and for as long as Executive remains a full
time employee, the Corporation will further compensate Executive
for the duties specified in Section 2.01 by payment, at the times
and in the manner specified in Section 3.03, of a sum ("Deferred
Compensation") computed at the rate of $600,000 per annum for
each full year and a proportionate amount for any part year
during which Executive actually performs such duties (as well as
for any period during which Executive is receiving payments
pursuant to subdivision (ii) of Section 6.01). Payment of
Deferred Compensation shall be contingent on full performance by
Executive of all his obligations under Articles I, II and VII.
3.03 The aggregate compensation payable under Section
3.02 shall be paid in 60 equal monthly installments commencing
with the month following the month in which Executive's
employment terminates for any reason, except that sums equivalent
to interest credited during such period of 60 months shall be
paid with the installment or installments payable after the date
of such crediting.
PAGE
3.04 If Executive dies while employed by the
Corporation or while receiving payments in accordance with the
provisions of subdivision (ii) of Section 6.01, any amount
payable in accordance with the provisions of Section 3.03 shall
be paid to the Executor of the Will or the Administrator of the
Estate of Executive in one lump sum.
3.05 It is understood that none of the payments made
in accordance with Sections 3.02 and 3.03 shall be considered for
purposes of determining benefits under the Interpublic Retirement
Account Plan (formerly, the Interpublic Pension Plan).
3.06 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
BONUSES
4.01 Executive will be eligible during the term of
employment to participate in the Management Incentive
PAGE
Compensation Plan ("MICP" or the "Plan") in accordance with the
terms and conditions of the Plan established from time to time,
and appropriate for an executive holding such a position..
ARTICLE V
TERMINATION
5.01 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
PAGE
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.
(iii) However, with respect to any payments of
salary due to Executive after notice of termination shall have
been given pursuant to Sub-section 6.01 (i), should Executive
commence other employment during the period when payments
thereunder are being made, said payments shall cease forthwith.
Moreover, with respect to any payments of salary or salary
equivalents to Executive after notice of termination shall have
been given pursuant to Sub-section 6.01 (ii), should Executive
commence other employment prior to the last payment due under
that Sub-section, no further payments shall be made to Executive.
PAGE
5.02 Executive may at any time give notice in writing
to the Corporation 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.
5.03 If the employment of Executive hereunder is
terminated pursuant to this Article V by either the Corporation
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.
5.04 If Executive dies before December 31, 1997, his
employment hereunder shall terminate on the date of his death.
ARTICLE VI
COVENANTS
6.01 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,
PAGE
that he may continue to own or may hereafter acquire any
securities of any class of any publicly-owned company, and
further provided that he may continue his business activities
with the Westport Asset Fund and with his current outside
directorship, National Westminster Bancorp, Inc; 59 Wall Street
Fund, Inc.; All American Communications, Inc.; and Micrografx,
Inc.. Executive shall be entitled to accept other outside
directorships as long as they are not with enterprises which are
competitive with the Corporation's business.
6.02 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.
PAGE
6.03 If Executive violates any provision of Section
6.01 or Section 6.02, the Corporation may, notwithstanding the
provisions of Section 5.01, 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.
6.04 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.
6.05 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
PAGE
Corporation, without further compensation, upon notice to him
from the Corporation.
6.06 Following the termination of Executive's
employment hereunder or otherwise for any reason, Executive shall
not for a period of twenty-four months from such termination
either (a) solicit any employee of the Corporation or Interpublic
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. However, if any of the provisions of this
Agreement are materially breached by the Corporation, or if
Executive does not receive all of the compensation to which he is
entitled hereunder, Executive will not be bound by the provisions
of this Section 6.06.
PAGE
ARTICLE VII
ASSIGNMENT
7.01 This Agreement shall be binding upon and enure to
the benefit of the successors and assigns of the Corporation.
Neither this Agreement nor any rights hereunder shall be
assignable by Executive and any such purported assignment by him
shall be void.
ARTICLE VIII
ARBITRATION
8.01 Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, including
claims involving alleged legally protected rights, such as claims
for age discrimination in violation of the Age Discrimination in
Employment Act of 1967, as amended, Title VII of the Civil Rights
Act, as amended, and all other federal and state law claims for
defamation, breach of contract, wrongful termination and any
other claim arising because of Executive's employment,
termination of employment or otherwise, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules
PAGE
of the American Arbitration Association and Section 11.01 hereof,
and judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. The
arbitration shall take place in the city where Executive
customarily renders services to the Corporation. The prevailing
party in any such arbitration shall be entitled to receive
attorney's fees and costs.
ARTICLE IX
AGREEMENT ENTIRE
9.01 This Agreement constitutes the entire
understanding between Interpublic and Executive concerning his
employment by Interpublic or any of its affiliates or
subsidiaries and supersedes any and all previous agreements
between Executive and Interpublic or any of its affiliates or
subsidiaries concerning such employment. This Agreement may not
be changed orally.
PAGE
ARTICLE X
APPLICABLE LAW
10.01 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:PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
EUGENE P. BEARD
EUGENE P. BEARD
SUPPLEMENTAL AGREEMENT
SUPPLEMENTAL AGREEMENT made as of July l, 1995 by and
between THE INTERPUBLIC GROUP OF COMPANIES, INC., a corporation
of the State of Delaware (hereinafter referred to as the
"Corporation"), and JOHN J. DOONER (hereinafter referred to as
"Executive"):
W I T N E S S E T H:
WHEREAS, the Corporation and Executive are parties to
an Employment Agreement made as of January l, 1994 (hereinafter
referred to as the "Employment Agreement"); and
WHEREAS, the Corporation and Executive desire to amend
the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual promises
herein and in the Employment Agreement set forth, the parties
hereto, intending to be legally bound, agree as follows:
l. Section 3.0l Of the Employment Agreement is hereby
amended, effective as of July l, 1995, so as to delete "$580,000"
PAGE
and to substitute "$750,000" therefor. The parties agree,
however, that $20,000 of the aforementioned salary increase will
be regarded as temporary and will be deleted as of June 30, 1998.
On July 1, 1998, $20,000 will be added to Executive's salary
pursuant to, and subject to, the terms of section 7.02 of an
Executive Special Benefit Agreement entered into between
Executive and the Corporation dated July 1, 1992.
2. Except as hereinabove amended, the Employment
Agreement shall continue in full force and effect.
3. This Supplemental Agreement shall be governed by
the laws of the State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: C. KENT KROEBER
C. KENT KROEBER
JOHN J. DOONER
JOHN J. DOONER
SUPPLEMENTAL AGREEMENT
SUPPLEMENTAL AGREEMENT made as of May 10, 1995 by and
among THE INTERPUBLIC GROUP OF COMPANIES, INC., a corporation of
the State of Delaware (hereinafter referred to as "Interpublic"),
AMMIRATI & PURIS INC., a corporation of the state of New York
("A&P") and MARTIN PURIS (hereinafter referred to as
("Executive").
W I T N E S S E T H
WHEREAS, Interpublic, A&P and Executive are parties to
an Employment Agreement made as of August 11, 1994 (hereinafter
referred to as the "Employment Agreement"); and
WHEREAS, the parties desire to amend the Employment
Agreement;
NOW, THEREFORE, in consideration of the mutual promises
herein and in the Employment Agreement set forth, the parties
hereto, intending to be legally bound, agree as follows:
PAGE
1. Section 2.01(iii) of the Employment Agreement is
amended effective July 1, 1995, to provide that Executive will be
Chairman, Chief Executive Officer and Chief Creative Officer of
Lintas Worldwide.
2. Section 3.01 of the Employment Agreement is hereby
amended, effective as of April 1, 1995, so as to delete
"$600,000" and substitute therefor "$750,000."
3. Except as hereinabove amended, the Employment
Agreement shall continue in full force and effect.
4. This Supplemental Agreement shall be governed by
the laws of the State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: C. KENT KROEBER
C. KENT KROEBER
AMMIRATI & PURIS INC.
By: MARTIN PURIS
MARTIN PURIS
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 3, 1995 to the Credit
Agreement dated as of December 1, 1994 (the "Agreement") between
THE INTERPUBLIC GROUP OF COMPANIES, INC. (the "Borrower") and
BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION (the
"Bank").
The parties hereto desire to amend the Agreement subject to
the terms and conditions of this Amendment, as hereinafter
provided. Accordingly, the parties hereto agree as follows:
1. DEFINITIONS. Unless otherwise specifically defined
herein, each term used herein which is defined in the
Agreement shall have the meaning assigned to such term
in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this
Agreement" and each other similar reference contained
in the Agreement and in each of the documents relating
to the Agreement shall from and after the date hereof
refer to the Agreement as amended hereby.
2. AMENDMENTS.
A. The definition of "Cash Flow" set forth in Section
1.1 of the Agreement is hereby amended to read in
its entirety as follows:
"Cash Flow" means the sum of net income of the
Borrower and its Consolidated Subsidiaries (plus
any amount by which net income has been reduced by
reason of the recognition of post-retirement and
post-employment benefit costs prior to the period
in which such benefits are paid), depreciation
expenses, amortization costs and changes in
deferred taxes, PROVIDED that such sum shall not
be adjusted for any increase or decrease in
deferred taxes resulting from Quest & Associates,
Inc., a Subsidiary of the Borrower, investing in a
PAGE
portfolio of computer equipment leases (it being
further understood that such increase or decrease
in deferred taxes relating to such investment
shall not exceed $25,000,000
B. Section 6.8 of the Agreement is hereby amended to
read in its entirety as follows:
"Consolidated Net Worth will at no time be less
than $550,000,000 plus 25% of the consolidated net
income of the Borrower at the end of each fiscal
quarter for each fiscal year commencing after the
fiscal year ending December 31, 1994."
C. Section 6.9 of the Agreement is hereby amended to
add a new section (k) as follows:
"(k) any Lien(s) on any asset of Quest &
Associates, Inc., a Subsidiary of Borrower,
created in connection with the August 1995
investment by Quest & Associates, Inc. in a
portfolio of computer equipment leases; and".
Additionally, the word "and" shall be deleted from
section 6.9 (j) and section 6.9(k) shall be
retitled "6.9(l)".
D. Section 5.4(B) of the Agreement is hereby amended to
read in its entirety as follows:
"Since December 31, 1991 there has been no
material adverse change in the business, financial
position or results of operations of the Borrower
and its Consolidated Subsidiaries, considered as a
whole, other than as a result of the recognition
of post-retirement and post-employment costs prior
to the period in which such benefits are paid and
the recording of the restructuring charge in the
fourth quarter of 1994."
3. AGREEMENT AS AMENDED. Except as expressly amended
hereby, the Agreement shall continue in full force and
effect in accordance with the terms thereof.
PAGE
4. GOVERNING LAW. This Amendment, and the Agreement as
amended hereby, shall be construed in accordance with
and governed by the laws of the State of New York.
5. SEVERABILITY. In case any one or more of the
provisions contained in this Amendment should be
invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be
affected or impaired thereby.
6. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall constitute
an original but all of which when taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers as of
the day and year first above written.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: CARL F. SALAS
CARL F. SALAS
Vice President
AMENDMENT NO. 5 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 3, 1995 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 18, 1992, as amended on April 30, 1993, October 5, 1993,
August 15, 1994 and April 1, 1995 (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 and in each of the documents relating
to the Agreement shall from and after the date hereof
refer to the Agreement as amended hereby.
2. AMENDMENTS.
A. The definition of "Cash Flow" set forth in Section
1.1 of the Agreement is hereby amended to read in
its entirety as follows:
"Cash Flow" means the sum of net income of the
Borrower and its Consolidated Subsidiaries (plus
any amount by which net income has been reduced by
reason of the recognition of post-retirement and
post-employment benefit costs prior to the period
in which such benefits are paid), depreciation
expenses, amortization costs and changes in
deferred taxes, PROVIDED that such sum shall not
be adjusted for any increase or decrease in
deferred taxes resulting from Quest & Associates,
Inc., a Subsidiary of the Borrower, investing in a
PAGE
portfolio of computer equipment leases (it being
further understood that such increase or decrease
in deferred taxes relating to such investment
shall not exceed $25,000,000).
B. Section 6.8 of the Agreement is hereby amended to
read in its entirety as follows:
"Consolidated Net Worth will at no time be less
than $550,000,000 plus 25% of the consolidated
net income of the Borrower at the end of each
fiscal quarter for each fiscal year commencing
after the fiscal year ending December 31, 1994."
C. Section 6.9 of the Agreement is hereby amended to
add a new section (k) as follows:
"(k) any Lien(s) on any asset of Quest &
Associates, Inc., a Subsidiary of Borrower,
created in connection with the August 1995
investment by Quest & Associates, Inc. in a
portfolio of computer equipment leases; and".
Additionally, the word "and" shall be deleted from
section 6.9 (j) and section 6.9(k) shall be
retitled '6.9(l)".
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.
PAGE
6. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall constitute
an original but all of which when taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers as of
the day and year first above written.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: 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
AMENDMENT NO. 5 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 3, 1995 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 23, 1992, as amended on April 30, 1993, October 5, 1993,
August 15, 1994 and December 1, 1994 (the "Agreement") between
THE INTERPUBLIC GROUP OF COMPANIES, INC. (the "Borrower") and
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 and in each of the documents relating
to the Agreement shall from and after the date hereof
refer to the Agreement as amended hereby.
2. AMENDMENTS.
A. The definition of "Cash Flow" set forth in Section
1.1 of the Agreement is hereby amended to read in
its entirety as follows:
"Cash Flow" means the sum of net income of the
Borrower and its Consolidated Subsidiaries (plus
any amount by which net income has been reduced by
reason of the recognition of post-retirement and
post-employment benefit costs prior to the period
in which such benefits are paid), depreciation
expenses, amortization costs and changes in
deferred taxes, PROVIDED that such sum shall not
be adjusted for any increase or decrease in
deferred taxes resulting from Quest & Associates,
Inc., a Subsidiary of the Borrower, investing in a
PAGE
portfolio of computer equipment leases (it being
further understood that such increase or decrease
in deferred taxes relating to such investment
shall not exceed $25,000,000).
B. Section 6.8 of the Agreement is hereby amended to
read in its entirety as follows:
"Consolidated Net Worth will at no time be less
than $550,000,000 plus 25% of the consolidated net
income of the Borrower at the end of each fiscal
quarter for each fiscal year commencing after the
fiscal year ending December 31, 1994."
C. Section 6.9 of the Agreement is hereby amended to
add a new section (k) as follows:
"(k) any Liens(s) on any asset of Quest &
Associates, Inc., a Subsidiary of Borrower,
created in connection with the August 1995
investment by Quest & Associates, Inc. in a
portfolio of computer equipment leases; and".
Additionally, the word "and" shall be deleted from
section 6.9 (j) and section 6.9(k) shall be
retitled "6.9(l)".
D. Section 5.4(B) of the Agreement is hereby amended
to read in its entirety as follows:
"Since December 31, 1991 there has been no
material adverse change in the business, financial
position or results of operations of the Borrower
and its Consolidated Subsidiaries, considered as a
whole, other than as a result of the recognition
of post-retirement and post-employment costs prior
to the period in which such benefits are paid and
the recording of the restructuring charge in the
fourth quarter of 1994."
3. AGREEMENT AS AMENDED. Except as expressly amended
hereby, the Agreement shall continue in full force and
effect in accordance with the terms thereof.
PAGE
4. GOVERNING LAW. This Amendment, and the Agreement as
amended hereby, shall be construed in accordance with
and governed by the laws of the State of New York.
5. SEVERABILITY. In case any one or more of the
provisions contained in this Amendment should be
invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be
affected or impaired thereby.
6. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall constitute
an original but all of which when taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers as of
the day and year first above written.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
CHEMICAL BANK
By: JORDAN H. REDNOR
JORDAN H. REDNOR
Vice President
AMENDMENT NO. 5 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 3, 1995 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 22, 1992, as amended on April 30, 1993, October 5, 1993,
August 15, 1994 and December 1, 1994 (the "Agreement") between
THE INTERPUBLIC GROUP OF COMPANIES, INC. (the "Borrower") and
CITIBANK, N.A. (the "Bank").
The parties hereto desire to amend the Agreement subject to
the terms and conditions of this Amendment, as hereinafter
provided. Accordingly, the parties hereto agree as follows:
1. DEFINITIONS. Unless otherwise specifically defined
herein, each term used herein which is defined in the
Agreement shall have the meaning assigned to such term
in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this
Agreement" and each other similar reference contained
in the Agreement and in each of the documents relating
to the Agreement shall from and after the date hereof
refer to the Agreement as amended hereby.
2. AMENDMENTS.
A. The definition of "Cash Flow" set forth in Section
1.1 of the Agreement is hereby amended to read in
its entirety as follows:
"Cash Flow" means the sum of net income of the
Borrower and its Consolidated Subsidiaries (plus
any amount by which net income has been reduced by
reason of the recognition of post-retirement and
post-employment benefit costs prior to the period
in which such benefits are paid), depreciation
expenses, amortization costs and changes in
deferred taxes, PROVIDED that such sum shall not
be adjusted for any increase or decrease in
PAGE
deferred taxes resulting from Quest & Associates,
Inc., a Subsidiary of the Borrower, investing in a
portfolio of computer equipment leases (it being
further understood that such increase or decrease
in deferred taxes relating to such investment
shall not exceed $25,000,000).
B. Section 6.8 of the Agreement is hereby amended to
read in its entirety as follows:
"Consolidated Net Worth will at no time be less
than $550,000,000 plus 25% of the consolidated
net income of the Borrower at the end of each
fiscal quarter for each fiscal year commencing
after the fiscal year ending December 31, 1994."
C. Section 6.9 of the Agreement is hereby amended to
add a new section (k) as follows:
"(k) any Lien(s) on any asset of Quest &
Associates, Inc., a Subsidiary of Borrower,
created in connection with the August 1995
investment by Quest & Associates, Inc. in a
portfolio of computer equipment leases; and".
Additionally, the word "and" shall be deleted from
section 6.9 (j) and section 6.9(k) shall be
retitled "6.9(l)".
D. Section 5.4(B) of the Agreement is hereby amended
to read in its entirety as follows:
"Since December 31, 1991 there has been no
material adverse change in the business, financial
position or results of operations of the Borrower
and its Consolidated Subsidiaries, considered as a
whole, other than as a result of the recognition
of post-retirement and post-employment costs prior
to the period in which such benefits are paid and
the recording of the restructuring charge in the
fourth quarter of 1994."
PAGE
3. AGREEMENT AS AMENDED. Except as expressly amended
hereby, the Agreement shall continue in full force and
effect in accordance with the terms thereof.
4. GOVERNING LAW. This Amendment, and the Agreement as
amended hereby, shall be construed in accordance with
and governed by the laws of the State of New York.
5. SEVERABILITY. In case any one or more of the
provisions contained in this Amendment should be
invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be
affected or impaired thereby.
6. COUNTERPARTS This Amendment may be executed in any
number of counterparts, each of which shall constitute
an original but all of which when taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers as of
the day and year first above written.
THE INTERPUBLIC GROUP OF COMPANIES,
INC.
By: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
CITIBANK, N.A.
By: ERIC HUTTNER
ERIC HUTTNER
Vice President
AMENDMENT NO. 5 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 3, 1995 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 16, 1992, as amended on April 30, 1993, October 5, 1993,
August 15, 1994 and December 1, 1994 (the "Agreement") between
THE INTERPUBLIC GROUP OF COMPANIES, INC. (the "Borrower") and 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 and in each of the documents relating
to the Agreement shall from and after the date hereof
refer to the Agreement as amended hereby.
2. AMENDMENTS.
A. The definition of "Cash Flow" set forth in Section
1.1 of the Agreement is hereby amended to read in
its entirety as follows:
"Cash Flow" means the sum of net income of the
Borrower and its Consolidated Subsidiaries (plus
any amount by which net income has been reduced by
reason of the recognition of post-retirement and
post-employment benefit costs prior to the period
in which such benefits are paid), depreciation
expenses, amortization costs and changes in
deferred taxes, PROVIDED that such sum shall not
be adjusted for any increase or decrease in
deferred taxes resulting from Quest & Associates,
Inc., a Subsidiary of the Borrower, investing in a
PAGE
portfolio of computer equipment leases (it being
further understood that such increase or decrease
in deferred taxes relating to such investment
shall not exceed $25,000,000).
B. Section 6.8 of the Agreement is hereby amended to
read in its entirety as follows:
"Consolidated Net Worth will at no time be less
than $550,000,000 plus 25% of the consolidated net
income of the Borrower at the end of each fiscal
quarter for each fiscal year commencing after the
fiscal year ending December 31, 1994."
C. Section 6.9 of the Agreement is hereby amended to
add a new section (k) as follows:
"(k) any Lien(s) on any asset of Quest &
Associates, Inc., a Subsidiary of Borrower,
created in connection with the August 1995
investment by Quest & Associates, Inc. in a
portfolio of computer equipment leases; and".
Additionally, the word "and" shall be deleted from
section 6.9 (j) and section 6.9(k) shall be
retitled "6.9(l)".
D. Section 5.4(B) of the Agreement is hereby amended
to read in its entirety as follows:
"Since December 31, 1991 there has been no
material adverse change in the business, financial
position or results of operations of the Borrower
and its Consolidated Subsidiaries, considered as a
whole, other than as a result of the recognition
of post-retirement and post-employment costs prior
to the period in which such benefits are paid and
the recording of the restructuring charge in the
fourth quarter of 1994."
3. AGREEMENT AS AMENDED. Except as expressly amended
hereby, the Agreement shall continue in full force and
effect in accordance with the terms thereof.
PAGE
4. GOVERNING LAW. This Amendment, and the Agreement as
amended hereby, shall be construed in accordance with
and governed by the laws of the State of New York.
5. SEVERABILITY. In case any one or more of the
provisions contained in this Amendment should be
invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be
affected or impaired thereby.
6. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall constitute
an original but all of which when taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers as of
the day and year first above written.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
THE FUJI BANK, LIMITED, NEW
YORK BRANCH
By: MICHAEL IMPERIALE
MICHAEL IMPERIALE
Senior Vice President &
Manager
AMENDMENT NO. 5 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 3, 1995 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 23, 1992, as amended on April 30, 1993, October 5, 1993,
August 15, 1994 and December 1, 1994 (the "Agreement") between
THE INTERPUBLIC GROUP OF COMPANIES, INC. (the "Borrower") and NBD
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 and in each of the documents relating
to the Agreement shall from and after the date hereof
refer to the Agreement as amended hereby.
2. AMENDMENTS.
A. The definition of "Cash Flow" set forth in Section
1.1 of the Agreement is hereby amended to read in
its entirety as follows:
"Cash Flow" means the sum of net income of the
Borrower and its Consolidated Subsidiaries (plus
any amount by which net income has been reduced by
reason of the recognition of post-retirement and
post-employment benefit costs prior to the period
in which such benefits are paid), depreciation
expenses, amortization costs and changes in
deferred taxes, PROVIDED that such sum shall not
be adjusted for any increase or decrease in
deferred taxes resulting from Quest & Associates,
PAGE
Inc., a Subsidiary of the Borrower, investing in a
portfolio of computer equipment leases (it being
further understood that such increase or decrease
in deferred taxes relating to such investment
shall not exceed $25,000,000).
B. Section 6.8 of the Agreement is hereby amended to
read in its entirety as follows:
"Consolidated Net Worth will at no time be less
than $550,000,000 plus 25% of the consolidated net
income of the Borrower at the end of each fiscal
quarter for each fiscal year commencing after the
fiscal year ending December 31, 1994."
C. Section 6.9 of the Agreement is hereby amended to
add a new section (k) as follows:
"(k) any Lien(s) on any asset of Quest &
Associates, Inc., a Subsidiary of Borrower,
created in connection with the August 1995
investment by Quest & Associates, Inc. in a
portfolio of computer equipment leases; and".
Additionally, the word "and" shall be deleted from
section 6.9 (j) and section 6.9(k) shall be
retitled "6.9(l)".
D. Section 5.4(B) of the Agreement is hereby amended
to read in its entirety as follows:
"Since December 31, 1991 there has been no
material adverse change in the business, financial
position or results of operations of the Borrower
and its Consolidated Subsidiaries, considered as a
whole, other than as a result of the recognition
of post-retirement and post-employment costs prior
to the period in which such benefits are paid and
the recording of the restructuring charge in the
fourth quarter of 1994."
PAGE
3. AGREEMENT AS AMENDED. Except as expressly amended
hereby, the Agreement shall continue in full force and
effect in accordance with the terms thereof.
4. GOVERNING LAW. This Amendment, and the Agreement as
amended hereby, shall be construed in accordance with
and governed by the laws of the State of New York.
5. SEVERABILITY. In case any one or more of the
provisions contained in this Amendment should be
invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be
affected or impaired thereby.
6. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall constitute
an original but all of which when taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers as of
the day and year first above written.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
NBD BANK
By: CAROLYN J. PARKS
CAROLYN J. PARKS
Vice President
AMENDMENT NO. 5 TO THE LOAN AGREEMENT
BETWEEN THE INTERPUBLIC GROUP OF COMPANIES, INC. AND NBD BANK
AMENDMENT No. 5, dated as of August 3, 1995 to the Term Loan
Agreement dated March 14, 1991, as amended on December 21, 1992,
April 30, 1993, October 5, 1993 and August 15, 1994 (the
"Agreement") between The Interpublic Group of Companies, Inc.
(the "Company") and NBD Bank (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, PROVIDED that such sum shall not
be adjusted for any increase or decrease in
deferred taxes resulting from Quest & Associates,
Inc., a Subsidiary of the Borrower, investing in a
portfolio of computer equipment leases (it being
further understood that such increase or decrease
in deferred taxes relating to such investment
shall not exceed $25,000,000).
B. The "Minimum Consolidated Net Worth" requirement
in Section 6.8 of the Agreement is hereby amended
to read in its entirety as follows:
Consolidated Net Worth will at no time be less
than $550,000,000 plus 25% of the consolidated net
income of the Borrower at the end of each fiscal
quarter for each fiscal year commencing after the
fiscal year ending December 31, 1994.
C. The "Negative Pledge" in Section 6.9 of the
Agreement is hereby amended to add a new
subsection (j) as follows:
PAGE
Any Lien(s) on any asset of Quest & Associates,
Inc., a Subsidiary of Borrower, created in
connection with the August 1995 investment by
Quest & Associates, Inc. in a portfolio of
computer equipment leases.
Additionally, the world "and" shall be deleted
from the end of subsection (h) and the word "and"
shall be added at the end of subsection (i).
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
By: CAROLYN J. PARKS
CAROLYN J. PARKS
Vice President
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
DATED AS OF MAY 26, 1994 BETWEEN THE INTERPUBLIC
GROUP OF COMPANIES, INC. AND THE PRUDENTIAL
INSURANCE COMPANY OF AMERICA ("PRUDENTIAL").
AMENDMENT NO. 1, dated August 3, 1995 to a Note Purchase
Agreement dated as of May 26, 1994 (the "Note Purchase
Agreement") between The Interpublic Group of Companies, Inc. (the
"Company"), and The Prudential Insurance Company of America
("Prudential"). Capitalized terms used herein without definition
have the meanings ascribed to such terms in the Note Purchase
Agreement.
Whereas, Prudential is the current holder of the Note issued
under the Note Purchase Agreement; now, therefore, the parties
agree as follows:
Section 1. AMENDMENTS. Sections 6C and 10B are hereby
amended by deleting the minimum net worth
covenant and the definition for the term
"Cash Flow"; and replacing them with the
following:
(a) "6C. Minimum Consolidated Net Worth. The Company
will not permit Consolidated Net Worth at any time
to be less than the sum of (i) $550,000,000 and
(ii) 25% of the consolidated net income of the
Company for all fiscal quarters ending after
December 31, 1994 in which consolidated net income
is a positive number."
(b) ""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
PAGE
and changes in deferred taxes, PROVIDED that such
sum shall not be adjusted for any increase or
decrease in deferred taxes resulting from Quest &
Associates, Inc., a Subsidiary of the Company,
investing in a portfolio of computer equipment
leases (it being further understood that such
increase or decrease in deferred taxes relating
to lease investment transactions shall not exceed
$25,000,000)."
( c) Section 6D is also hereby amended by deleting the
word "and" at the end of Section 6D(x),
renumbering clause 6D(xi) so that it becomes
6D(xii), and adding a new provision immediately
preceding the renumbered 6D(xii) to read in its
entirety as follows:
"(xi) any Lien(s) on any asset of Quest &
Associates, Inc., a Subsidiary of the Company,
created in connection with the August 1995
investment by Quest & Associates, Inc., in a
portfolio of computer equipment leases; and".
Section 2. MISCELLANEOUS. Except as specifically
amended above, the Note Purchase Agreement
shall remain in full force and effect.
Section 3. GOVERNING LAW. This Amendment shall be
construed and enforced in accordance with,
and the rights of the parties shall be
governed by, 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, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
PAGE
Sincerely,
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: ALAN M. FORSTER
ALAN M. FORSTER
Vice President and
Treasurer
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: GAIL A. McDERMOTT
GAIL A. McDERMOTT
Vice President
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
DATED AS OF APRIL 28, 1995 BETWEEN THE INTERPUBLIC GROUP OF
COMPANIES, INC. AND THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA ("PRUDENTIAL").
AMENDMENT NO. 1, dated August 3, 1995 to a Note Purchase
Agreement dated as of April 28, 1995 (the "Note Purchase
Agreement") between The Interpublic Group of Companies, Inc. (the
"Company"), and The Prudential Insurance Company of America
("Prudential"). Capitalized terms used herein without definition
have the meanings ascribed to such terms in the Note Purchase
Agreement.
Whereas, Prudential is the current holder of the Note issued
under the Note Purchase Agreement; now, therefore, the parties
agree as follows:
Section 1. AMENDMENTS. Sections 6C and 10B are hereby
amended by deleting the minimum net worth
covenant and the definition for the term
"Cash Flow"; and replacing them with the
following:
(a) "C. Minimum Consolidated Net Worth. The Company
will not permit Consolidated Net Worth at any time
to be less than the sum of (i) $550,000,000 and
(ii) 25% of the consolidated net income of the
Company for all fiscal quarters ending after
December 31, 1994 in which consolidated net income
is a positive number."
(b) ""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, PROVIDED that such
sum shall not be adjusted for any increase or
decrease in deferred taxes resulting from Quest &
Associates,Inc., a Subsidiary of the Company,
investing in a portfolio of computer equipment
leases (it being further understood that such
increase or decrease in deferred taxes relating
to lease investment transactions shall not exceed
$25,000,000)."
( c) Section 6D is also hereby amended by deleting the
word "and" at the end of Section 6D(x),
renumbering clause 6D(xi) so that it becomes
6D(xii), and adding a new provision immediately
preceding the renumbered 6D(xii) to read in its
entirety as follows:
"(xi) any Lien(s) on any asset of Quest &
Associates, Inc., a Subsidiary of the Company,
created in connection with the August 1995
investment by Quest & Associates, Inc., in a
portfolio of computer equipment leases; and".
Section 2. MISCELLANEOUS. Except as specifically
amended above, the Note Purchase Agreement
shall remain in full force and effect.
Section 3. GOVERNING LAW. This Amendment shall be
construed and enforced in accordance with,
and the rights of the parties shall be
governed by, 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, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
PAGE
Sincerely,
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: ALAN M. FORSTER
ALAN M. FORSTER
Vice President and
Treasurer
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: GAIL A. McDERMOTT
GAIL A. McDERMOTT
Vice President
AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT
DATED AS OF AUGUST 20, 1991 BY AND AMONG THE INTERPUBLIC GROUP
OF COMPANIES, INC., MACLAREN MCCANN CANADA INC. (SUCCESSOR BY
AMALGAMATION TO McCANN-ERICKSON ADVERTISING OF CANADA LTD.
AND MacLAREN:LINTAS INC.), THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA AND PRUDENTIAL PROPERTY AND CASUALTY INSURANCE
COMPANY ("PRUDENTIAL").
AMENDMENT NO. 5, dated August 3, 1995 to a Note Purchase
Agreement dated as of August 20, 1991 (the "Note Purchase
Agreement") by and among The Interpublic Group of Companies, Inc.
(the "Company"), MacLaren McCann Canada Inc. (successor by
amalgamation to McCann-Erickson Advertising of Canada Ltd. and
MacLaren:Lintas Inc.), The Prudential Insurance Company of
America ("Prudential"). Capitalized terms used herein without
definition have the meanings ascribed to such terms in the Note
Purchase Agreement.
Whereas, Prudential is the current holder of the Notes issued
under the Note Purchase Agreement; now, therefore, the parties
agree as follows:
Section 1. AMENDMENTS. Sections 6C and 11B are hereby
amended by deleting the minimum net worth
covenant and the definition for the term
"Cash Flow"; and replacing them with the
following:
(a) "6C. Minimum Consolidated Net Worth. The Company
will not permit Consolidated Net Worth at any time
to be less than the sum of (i) $550,000,000 and
(ii) 25% of the consolidated net income of the
Company for all fiscal quarters ending after
December 31, 1994 in which consolidated net income
is positive."
(b) "11B. "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
PAGE
prior to the period in which such benefits are
paid), depreciation expenses, amortization costs
and changes in deferred taxes, PROVIDED that such
sum shall not be adjusted for any increase or
decrease in deferred taxes resulting from Quest &
Associates, Inc., a Subsidiary of the Company,
investing in a portfolio of computer equipment
leases (it being further understood that such
increase or decrease in deferred taxes relating to
lease investment transactions shall not exceed
$25,000,000)."
( c) Section 6D is also hereby amended by deleting the
word "and" at the end of Section 6D(x),
renumbering clause 6D(xi) so that it becomes
6D(xii), and adding a new provision immediately
preceding the renumbered 6D(xii) to read in its
entirety as follows:
"(xi)" any Lien(s) on any asset of Quest &
Associates, Inc., a Subsidiary of the Company,
created in connection with the August 1995
investment by Quest & Associates, Inc., in a
portfolio of computer equipment leases; and".
Section 2. MISCELLANEOUS. Except as specifically
amended above, the Note Purchase Agreement
shall remain in full force and effect.
Section 3. GOVERNING LAW. This Amendment shall be
construed and enforced in accordance with,
and the rights of the parties shall be
governed by, 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, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
PAGE
Sincerely,
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: ALAN M. FORSTER
ALAN M. FORSTER
Vice President and
Treasurer
MacLAREN McCANN CANADA INC.
By: ERWIN W. BUCK
ERWIN W. BUCK
Chief Financial Officer
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: GAIL A. McDERMOTT
GAIL A. McDERMOTT
Vice President
THE PRUDENTIAL PROPERTY AND
CASUALTY INSURANCE COMPANY
By: GAIL A. McDERMOTT
GAIL A. McDERMOTT
Vice President
AMENDMENT NO. 5 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 3, 1995 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 18, 1992, as amended on April 30, 1993, October 5, 1993,
August 15, 1994 and December 1, 1994 (the "Agreement") between
THE INTERPUBLIC GROUP OF COMPANIES, INC. (the "Borrower") and
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 and in each of the documents relating
to the Agreement shall from and after the date hereof
refer to the Agreement as amended hereby.
2. AMENDMENTS.
A. The definition of "Cash Flow" set forth in Section
1.1 of the Agreement is hereby amended to read in
its entirety as follows:
"Cash Flow" means the sum of net income of the
Borrower and its Consolidated Subsidiaries (plus
any amount by which net income has been reduced by
reason of the recognition of post-retirement and
post-employment benefit costs prior to the period
in which such benefits are paid), depreciation
expenses, amortization costs and changes in
deferred taxes, PROVIDED that such sum shall not
be adjusted for any increase or decrease in
deferred taxes resulting from Quest & Associates,
Inc., a Subsidiary of the Borrower, investing in a
PAGE
portfolio of computer equipment leases (it being
further understood that such increase or decrease
in deferred taxes relating to such investment
shall not exceed $25,000,000).
B. Section 6.8 of the Agreement is hereby amended to
read in its entirety as follows:
"Consolidated Net Worth will at no time be less
than $550,000,000 plus 25% of the consolidated
net income of the Borrower at the end of each
fiscal quarter for each fiscal year commencing
after the fiscal year ending December 31, 1994."
C. Section 6.9 of the Agreement is hereby amended to add a
new section (k) as follows:
"(k) any Lien(s) on any asset of Quest &
Associates, Inc., a Subsidiary of Borrower,
created in connection with the August 1995
investment by Quest & Associates, Inc. in a
portfolio of computer equipment leases; and".
Additionally, the word "and" shall be deleted from
section 6.9 (j) and section 6.9(k) shall be
retitled "6.9(l)".
D. Section 5.4(B) of the Agreement is hereby amended
to read in its entirety as follows:
"Since December 31, 1991 there has been no
material adverse change in the business, financial
position or results of operations of the Borrower
and its Consolidated Subsidiaries, considered as a
whole, other than as a result of the recognition
of post-retirement and post-employment costs prior
to the period in which such benefits are paid and
the recording of the restructuring charge in the
fourth quarter of 1994."
PAGE
3. AGREEMENT AS AMENDED. Except as expressly amended
hereby, the Agreement shall continue in full force and
effect in accordance with the terms thereof.
4. GOVERNING LAW. This Amendment, and the Agreement as
amended hereby, shall be construed in accordance with
and governed by the laws of the State of New York.
5. SEVERABILITY. In case any one or more of the
provisions contained in this Amendment should be
invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be
affected or impaired thereby.
6. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall constitute
an original but all of which when taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers as of
the day and year first above written.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
SWISS BANK CORPORATION
By: PHYLLIS J. KARNO
PHYLLIS J. KARNO
Director, Credit Risk
Management
By: JAMES R. WILLIAMS
JAMES R. WILLIAMS
Director, Credit Risk
Management
AMENDMENT NO. 1 TO CREDIT AGREEMENT
BETWEEN THE INTERPUBLIC GROUP OF COMPANIES, INC.
AND TRUST COMPANY BANK
AMENDMENT No. 1 (this "Amendment"), dated as of August 3,
1995 between The Interpublic Group of Companies, Inc. (the
"Borrower") and Trust Company Bank (the "Bank").
W I T N E S S E T H:
WHEREAS, pursuant to the terms of the certain Credit
Agreement (the "Agreement") dated as of March 14, 1995 between
the Borrower and the Bank, the Bank extended a $15,000,000 loan
(the "Loan") to the Borrower;
WHEREAS, the Borrower has requested that the Credit
Agreement be amended so that the minimum net worth covenant,
definition of Cash Flow and negative covenant regarding liens are
modified as set forth herein,
WHEREAS, the Bank is willing to consent to such amendments,
subject to the terms and conditions hereof.
NOW, THEREFORE, for value received, the parties hereto agree
as follows:
1. The definition of "Cash Flow" set forth in Section 1.1
of the Agreement is hereby amended to read in its
entirety as follows:
"Cash Flow" means the sum of net income (plus any
amount by which net income has been reduced by reason
of the recognition of post-retirement and
post-employment benefit costs prior to the period in
which such benefits are paid), depreciation expenses,
amortization costs and changes in deferred taxes,
PROVIDED that such sum shall not be adjusted for any
increase or decrease in deferred taxes resulting from
Quest & Associates, Inc., a Subsidiary of the Borrower,
investing in a portfolio of computer equipment leases
PAGE
it being further understood that such increase or
decrease in deferred taxes relating to such investment
shall not exceed $25,000,000).
2. The "Minimum Consolidated Net Worth" requirement in
Section 6.8 of the Agreement is hereby amended to read
in its entirety as follows:
Consolidated Net Worth will at no time be less than
$550,000,000 plus 25% of the consolidated net income of
the Borrower at the end of each fiscal quarter for each
fiscal year commencing after the fiscal year ending
December 31, 1994.
3. The "Negative Pledge" in Section 6.9 of the Agreement
is hereby amended to add a new subsection (j) as
follows:
Any Lien(s) on any asset of Quest & Associates, Inc., a
Subsidiary of Borrower, created in connection with the
August 1995 investment by Quest & Associates, Inc. in a
portfolio of computer equipment leases.
Additionally, the word "and" shall be deleted from the
end of subsection (h) and the word "; and" shall be
added at the end of subsection (i).
4. Except as specifically amended above, the Agreement
shall remain in full force and effect.
5. This Amendment shall be governed by, and construed in
accordance with the law of the State of New York.
6. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto
were upon the same instrument.
IN WITNESS WHEREOF, this Amendment has been executed by the
parties hereto and is intended to be and hereby delivered on the
date first above written.
PAGE
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
TRUST COMPANY BANK
By: ALLISON L. VELLA
ALLISON L. VELLA
Vice President
AMENDMENT NO. 5 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 3, 1995 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 30, 1992, as amended on April 30, 1993, October 5, 1993,
August 15, 1994 and December 1, 1994 (the "Agreement") between
THE INTERPUBLIC GROUP OF COMPANIES, INC. (the "Borrower") and
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 and in each of the documents relating
to the Agreement shall from and after the date hereof
refer to the Agreement as amended hereby.
2. AMENDMENTS.
A. The definition of "Cash Flow" set forth in Section
1.1 of the Agreement is hereby amended to read in
its entirety as follows:
"CASH FLOW" means the sum of net income of the
Borrower and its Consolidated Subsidiaries (plus
any amount by which net income has been reduced by
reason of the recognition of post-retirement and
post-employment benefit costs prior to the period
in which such benefits are paid), depreciation
expenses, amortization costs and changes in
deferred taxes, PROVIDED that such sum shall not
be adjusted for any increase or decrease in
deferred taxes resulting from Quest & Associates,
Inc., a Subsidiary of the Borrower, investing in a
PAGE
portfolio of computer equipment leases (it being
further understood that such increase or decrease
in deferred taxes relating to such investment
shall not exceed $25,000,000).
B. Section 6.8 of the Agreement is hereby amended to
read in its entirety as follows:
"Consolidated Net Worth will at no time be less
than $550,000,000 plus 25% of the consolidated
net income of the Borrower at the end of each
fiscal quarter for each fiscal year commencing
after the fiscal year ending December 31, 1994."
C. Section 6.9 of the Agreement is hereby amended to
add a new section (k) as follows:
"(k) any Lien(s) on any asset of Quest &
Associates, Inc., a Subsidiary of Borrower,
created in connection with the August 1995
investment by Quest & Associates, Inc. in a
portfolio of computer equipment leases; and".
Additionally, the word "and" shall be deleted from
section 6.9 (j) and section 6.9(k) shall be
retitled "6.9(l)".
D. Section 5.4(B) of the Agreement is hereby amended
to read in its entirety as follows:
"Since December 31, 1991 there has been no
material adverse change in the business, financial
position or results of operations of the Borrower
and its Consolidated Subsidiaries, considered as a
whole, other than as a result of the recognition
of post-retirement and post-employment costs prior
to the period in which such benefits are paid and
the recording of the restructuring charge in the
fourth quarter of 1994."
PAGE
3. AGREEMENT AS AMENDED. Except as expressly amended
hereby, the Agreement shall continue in full force and
effect in accordance with the terms thereof.
4. GOVERNING LAW. This Amendment, and the Agreement as
amended hereby, shall be construed in accordance with
and governed by the laws of the State of New York.
5. SEVERABILITY. In case any one or more of the
provisions contained in this Amendment should be
invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be
affected or impaired thereby.
6. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall constitute
an original but all of which when taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers as of
the day and year first above written.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
TRUST COMPANY BANK
By: ALLISON L. VELLA
ALLISON L. VELLA
Vice President
AMENDMENT NO. 6 TO CREDIT AGREEMENT
BETWEEN THE INTERPUBLIC GROUP OF COMPANIES, INC.
AND TRUST COMPANY BANK
AMENDMENT, No. 6 (this "Amendment"), dated as of August 3,
1995 between The Interpublic Group of Companies, Inc. (The
"Borrower") and Trust Company Bank (the "Bank").
W I T N E S S E T H
WHEREAS, pursuant to the terms of 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, Amendment No. 4 dated as of October
5, 1993 and Amendment No. 5 dated as of August 15, 1994 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 minimum net worth covenant,
definition of Cash Flow and negative covenant regarding liens are
modified as set forth herein.
WHEREAS, the Bank is willing to consent to such amendments,
subject to the terms and conditions here.
NOW THEREFORE, for value received, the parties hereto agree
as follows:
1. The definition of "Cash Flow" set forth in Section 1.1
of the Agreement is hereby amended to read in its
entirety as follows:
"Cash Flow" means the sum of net income (plus any
amount by which net income has been reduced by reason
of the recognition of post-retirement and
post-employment benefit costs prior to the period in
which such benefits are paid), depreciation expenses,
amortization costs and changes in deferred taxes,
PROVIDED that such sum shall not be adjusted for any
PAGE
increase or decrease in deferred taxes resulting from
Quest & Associates, Inc., a Subsidiary of the Borrower,
investing in a portfolio of computer equipment leases
(it being further understood that such increase or
decrease in deferred taxes relating to such investment
shall not exceed $25,000,000).
2. The "Minimum Consolidated Net Worth" requirement in
Section 6.8 of the Agreement is hereby amended to read
in its entirety as follows:
"Consolidated Net Worth" will at no time be less than
$550,000,000 plus 25% of the consolidated net income
of the Borrower at the end of each fiscal quarter for
each fiscal year commencing after the fiscal year
ending December 31, 1994.
3. The "Negative Pledge" in Section 6.9 of the Agreement
is hereby amended to add a new subsection (j) as
follows:
Any Lien(s) on any asset of Quest & Associates, Inc., a
subsidiary of Borrower, created in connection with the
August 1995 investment by Quest & Associates, Inc. in a
portfolio of computer equipment leases.
Additionally, the word "and" shall be deleted from the
end of subsection (h) and the word "; and" shall be
added at the end of subsection (i).
4. Except as specifically amended above, the Agreement
shall remain in full force and effect.
5. This Amendment shall be governed by, and construed in
accordance with the law of the State of New York.
6. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto
were upon the same instrument.
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 L. VELLA
ALLISON L. VELLA
Vice President
AMENDMENT NO. 5 TO CREDIT AGREEMENT
AMENDMENT, dated as of August 3, 1995 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 29, 1992, as amended on April 30, 1993, October 5, 1993,
August 15, 1994 and December 1, 1994 (the "Agreement") between
THE INTERPUBLIC GROUP OF COMPANIES, INC. (the "Borrower") and
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 and in each of the documents relating
to the Agreement shall from and after the date hereof
refer to the Agreement as amended hereby.
2. AMENDMENTS.
A. The definition of "Cash Flow" set forth in Section
1.1 of the Agreement is hereby amended to read in
its entirety as follows:
"Cash Flow" means the sum of net income of the
Borrower and its Consolidated Subsidiaries (plus
any amount by which net income has been reduced by
reason of the recognition of post-retirement and
post-employment benefit costs prior to the period
in which such benefits are paid), depreciation
expenses, amortization costs and changes in
deferred taxes, PROVIDED that such sum shall not
be adjusted for any increase or decrease in
deferred taxes resulting from Quest & Associates,
Inc., a Subsidiary of the Borrower, investing in a
PAGE
portfolio of computer equipment leases (it being
further understood that such increase or decrease
in deferred taxes relating to such investment
shall not exceed $25,000,000).
B. Section 6.8 of the Agreement is hereby amended to
read in its entirety as follows:
"Consolidated Net Worth will at no time be less
than $550,000,000 plus 25% of the consolidated net
income of the Borrower at the end of each fiscal
quarter for each fiscal year commencing after the
fiscal year ending December 31, 1994."
C. Section 6.9 of the Agreement is hereby amended to
add a new section (k) as follows:
"(k) any Lien(s) on any asset of Quest &
Associates, Inc., a Subsidiary of Borrower,
created in connection with the August 1995
investment by Quest & Associates, Inc. in a
portfolio of computer equipment leases; and".
Additionally, the word "and" shall be deleted from
section 6.9 (j) and section 6.9(k) shall be
retitled "6.9(l)".
D. Section 5.4(B) of the Agreement is hereby amended
to read in its entirety as follows:
"Since December 31, 1991 there has been no
material adverse change in the business, financial
position or results of operations of the Borrower
and its Consolidated Subsidiaries, considered as a
whole, other than as a result of the recognition
of post-retirement and post-employment costs prior
to the period in which such benefits are paid and
the recording of the restructuring charge in the
fourth quarter of 1994."
PAGE
3. AGREEMENT AS AMENDED. Except as expressly amended
hereby, the Agreement shall continue in full force and
effect in accordance with the terms thereof.
4. GOVERNING LAW. This Amendment, and the Agreement as
amended hereby, shall be construed in accordance with
and governed by the laws of the State of New York.
5. SEVERABILITY. In case any one or more of the
provisions contained in this Amendment should be
invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be
affected or impaired thereby.
6. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall constitute
an original but all of which when taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers as of
the day and year first above written.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By:
Name: ALAN M. FORSTER
ALAN M. FORSTER
Vice President & Treasurer
UNION BANK OF SWITZERLAND, NY BRANCH
By: ROBERT W. CASEY, JR.
ROBERT W. CASEY, JR.
Vice President
By: LAURENT J. CHAIX
LAURENT J. CHAIX
Vice President
ERISA EXCESS BENEFIT AGREEMENT
This AGREEMENT made and executed as of this 1st day of
January, 1995, by and between The Interpublic Group of Companies,
Inc., a corporation organized and existing under the laws of the
State of Delaware (hereinafter referred to as the "Employer"),
and Robert L. James (hereinafter referred to as the "Executive").
W I T N E S S E T H:
WHEREAS, the Executive is a participant in the Interpublic
Retirement Account Plan (hereinafter referred to as the "Plan");
WHEREAS, the Plan is a tax-qualified defined benefit plan
and is therefore subject to the limits imposed by sections 415
and 401(a)(17) of the Internal Revenue Code of 1986, as amended
("IRC"), with respect to the amount of benefits that the Plan may
provide and the amount of annual compensation that the Plan may
take into account when calculating benefits (hereinafter referred
to as the "Limits");
WHEREAS, the Employer wishes to continue to provide, under
the conditions specified below, the Executive with certain
benefits that the Limits prevent the Plan from providing; and
WHEREAS, the Executive has indicated his willingness to
serve as a key employee of the Employer,
NOW, THEREFORE, in consideration of the mutual promises and
covenants as hereinafter set forth, the parties hereto agree as
follows:
1. If the Executive retires from the Employer on a date
("Retirement Date") on which the Executive is entitled to receive
a Retirement Benefit under the Plan (other than a Vested
Retirement Benefit as defined in Section 5.5 of the Plan), the
Employer shall pay to the Executive an amount equal to the excess
(if any) of:
(a) the amount that would be paid to the Executive as of the
Retirement Date pursuant to the Plan, if
PAGE
(I) the Executive retired from the Employer on the
Retirement Date,
(ii) the Maximum Benefit Limits (set forth in IRC Section
415) did not apply to the Plan,
(iii) the Annual Compensation Limits (set forth in IRC
Section 401(a)(17)) did not apply to the Plan after
January 1, 1992, and
(iv) the Executive's Retirement Benefit was calculated
solely on the basis of the Executive's base salary and
awards (if any) made to the Executive under the
Employer's Management Incentive Compensation Plan
("MICP") after January 1, 1992 (determined without
regard to any arrangement for the deferral of such base
salary or MICP awards); over
(b) the amount of benefits actually payable pursuant to the
Plan with the Limits taken into account.
2. Said benefit shall equal $210,637 and be payable in
monthly installments of $17.553.08 under the single life annuity
form of payment as of January 1, 1995.
3. For purpose of Sections 1 through 3 hereof, the term
"Employer" shall include any entity that is considered together
with the Interpublic Group of Companies, Inc., as a single
employer pursuant to Section 414(b) or (c) of the Internal
Revenue Code of 1986, as amended from time to time (except that
the phrase ("50 percent or more" shall be substituted for the
phrase "at least 80 percent" wherever the latter phrase appears
in Section 1563 (a) (1) of said Code).
4. (a) Amounts payable by the Employer to the Executive
pursuant to this Agreement shall be paid in the form of a monthly
annuity to the Executive or the Beneficiary and shall be paid
simultaneously with amounts paid to the Executive or the
Beneficiary pursuant to the Plan; provided that the Employer
shall not make a lump-sum payment of amounts due hereunder.
PAGE
If the Executive or the Beneficiary does not receive a benefit
under the Plan in the form of an annuity (because, for example,
the benefit is paid in a lump sum), the amounts payable by the
Employer hereunder shall be paid in the form of an immediate
annuity irrevocably designated by the Executive (or by the
Beneficiary if such amounts first become payable hereunder by
reason of the Executive's death) from among the annuity payment
options available under the Plan on the Retirement Date. The
Employer will provide the Executive (or where applicable, the
Beneficiary) with a description of payment options available and
a payment selection form, which shall be completed and submitted
to Employer no more than 90 days, and no less than 30 days,
before the Retirement Date.
(b) Amounts payable by the Employer to the Executive
pursuant to this Agreement may be reduced in accordance with the
following:
(I) to take into account any increase in the Limits which
may be enacted pursuant to the IRC or other regulation, from
time to time, and
(ii) by the amount of any compensation received by the
Executive from the Employer (or any of its affiliates or
subsidiaries) at any time subsequent to the Retirement Date
pursuant to a consulting arrangement which the Executive may
enter into with the Employer.
5. This Agreement is an unfunded deferred compensation
agreement between the Employer and the Executive. The obligation
of the Employer to make payments to the Executive under this
Agreement is a contractual obligation only. The Employer (or its
assignee) may, but need not, establish a fund to be used to meet
the Employer's obligations under this Agreement, or may obtain
and own an insurance policy on the life of the Executive in
connection with its obligations under this Agreement. In the
latter case, and upon request of the Employer, Executive agrees
to satisfactory completion of a physical examination in
connection with such insurance policy. The assets of any such
fund, if a fund is created, will at all times be subject to the
PAGE
claims of the general creditors of the Employer. Nothing in this
Agreement shall limit the Employer's actions in dealing with any
such fund or any other assets that are owned or become the
property of the Employer. The Executive's rights under this
Agreement are solely the rights of a general and unsecured
creditor of the Employer.
6. No payment to be made under this Agreement shall be
subject in any manner to anticipation, alienation, sale,
transfer, assignment, breach, encumbrance, levy, or charge. Any
attempt so to anticipate, alienate, sell, transfer, assign,
breach, encumber, levy, or charge the same shall be void; nor
shall any such payment be in any manner liable for or subject to
the debts, contracts, liabilities, engagements, or torts of the
Executive, his Beneficiary, or his personal representative(s).
7. There shall be deducted from all amounts paid under
this Agreement any taxes that the Employer reasonably determines
are required to be withheld by any government or government
agency. The Executive, his Beneficiary, or his personal
representative(s) shall bear any and all taxes imposed on amounts
paid under this Agreement irrespective of whether withholding is
required.
8. This agreement shall not be construed as a guarantee of
continued employment by the Employer or one of its subsidiaries,
nor shall any provision or condition of this Agreement waive the
Employer's right to terminate the Executive's employment.
9. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if hand-
delivered or sent by registered or certified mail, in the case of
the Employer, to Senior Vice President, Human Resources, The
Interpublic Group of Companies, Inc., 1271 Avenue of the
Americas, New York, New York 10020; and in the case of the
Executive to___________________________________________. A party
may designate, by written notice to the other party, an address
other than the foregoing for receipt of notices hereunder.
10. This Agreement shall be governed by and construed under
federal law and under the laws of the State of New York to the
extent they are not preempted by federal law.
11. The waiver by the Executive or by the Employer of a
breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach of this Agreement.
12. This Agreement shall inure to the benefit of, and be
binding on, the parties hereto and their beneficiaries,
distributees, heirs, personal representatives, and other
successors in interest, including, without limitations, any
corporation or corporations acquiring directly or indirectly all
or substantially all of the assets of the Employer whether by
merger, consolidation, sale or otherwise.
13. The rights and liabilities of the Employer and the
Executive under this Agreement shall be governed exclusively by
the terms of this Agreement, as amended from time to time.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first hereinabove set forth.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By C. KENT KROEBER
ROBERT L. JAMES
Robert L. James