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:
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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: XXXX X. XXXXXXX
XXXX X. XXXXXXX
Vice President & Treasurer
NBD BANK
By: XXXXXXX X. XXXXX
XXXXXXX X. XXXXX
Vice President
