August 25, 2000
The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas, 44th Floor
New York, New York 10020
Attention: Steven D. Berns
Vice President and
Treasurer
Ladies and Gentlemen:
The Chase Manhattan Bank (the "Bank") is pleased to
confirm that it is prepared to make funds available to The Interpublic Group of
Companies, Inc. (the "Borrower") subject to the terms and conditions outlined
below.
1. THE COMMITMENT: (a) Subject to the terms and conditions of this
Agreement and the Note (as defined in Section 5), the
Bank agrees to make loans bearing interest at (i) the
Eurodollar Rate (as defined in the Note) (such loans
are referred to as "Eurodollar Loans") or (ii) the
Alternate Base Rate (as defined in the Note) (such
loans are referred to as "Alternate Base Rate Loans";
Eurodollar Loans and Alternate Base Rate Loans are
collectively referred to as the "Committed Loans") to
the Borrower from time to time during the period from
and including August 25, 2000 to but excluding
December 1, 2000 (the "Termination Date") in an
aggregate principal amount not to exceed at any one
time $250,000,000, as such amount may be reduced from
time to time pursuant to Section 3 (the
"Commitment"); PROVIDED, HOWEVER, that the aggregate
outstanding amount of the Loans (as defined below)
shall not exceed the amount of the Commitment.
(b) In addition to the Committed Loans, the Bank may,
in its sole discretion, offer to make loans (the
"Money Market Loans"; Committed Loans and Money
Market Loans are collectively referred to as the
"Loans") to the Borrower on such terms and conditions
(including, without limitation, tenor, amount and
interest rate) as the Bank may offer and the Borrower
shall accept; PROVIDED, HOWEVER, that the aggregate
outstanding amount of the Loans shall not exceed the
amount of the Commitment.
2. PURPOSE: The proceeds of the Loans will be used for the
general corporate purposes of the Borrower.
3. REDUCTION OR
TERMINATION OF
COMMITMENT: (a) The Borrower may, upon at least three Banking
Days' (as defined in the Note) notice to the Bank,
terminate at any time, or reduce from time to time,
the unused amount of the Commitment.
<PAGE>
(b) The Commitment shall automatically terminate on
the Termination Date.
4. INTEREST RATE: (a) Each Eurodollar Loan shall bear interest at a
rate per annum equal to the sum of (i) the applicable
Margin (as defined in the Note) plus (ii) the
Eurodollar Rate.
(b) Each Alternate Base Rate Loan shall bear interest
at a rate per annum equal to the sum of (i) the
applicable Margin plus (ii) the Alternate Base Rate.
(c) Each Money Market Loan shall bear interest at
such rate as the Bank may offer and the Borrower
shall accept.
5. NOTE: The Loans shall be evidenced by a single note
substantially in the form of Exhibit A hereto (the
"Note").
6. REPAYMENT AND
PREPAYMENT: (a) Each Committed Loan shall be due and payable on
the Termination Date.
(b) Each Money Market Loan shall be due and payable
on the last day of the Interest Period (as defined in
Section 7) applicable to such Money Market Loan.
(c) The Borrower may prepay Committed Loans at any
time or from time to time; provided that (i) the
Borrower shall give notice of such prepayment by
12:00 noon, New York City time, (x) at least one
Banking Day prior thereto with respect to an
Alternate Base Rate Loan and (y) at least three
Banking Days prior thereto with respect to a
Eurodollar Loan and (ii) any prepayment of Eurodollar
Loans must be accompanied by any amounts payable
pursuant to Section 13(e).
(d) Money Market Loans may not be prepaid without the
prior written consent of the Bank.
7. INTEREST PERIODS: (a) Eurodollar Loans shall be available for interest
periods ("Eurodollar Interest Periods") of one month;
PROVIDED, HOWEVER, that (a) if a Eurodollar Interest
Period would end on a day which is not a Banking Day,
such Eurodollar Interest Period shall be extended to
the next Banking Day, unless such Banking Day would
fall in the next calendar month in which event such
Eurodollar Interest Period shall end on the
immediately preceding Banking Day; and (b) no
Eurodollar Interest Period may extend beyond the
Termination Date.
(b) Money Market Loans shall be available for such
interest periods ("Money Market Interest Periods";
Eurodollar Interest Periods and Money Market Interest
Periods are collectively referred to as "Interest
Periods") as the Bank may offer and the Borrower
shall accept.
<PAGE>
8. NOTICE OF BORROWING;
AMOUNT OF BORROWING;
NOTICE OF CONTINUATION:(a) The Borrower may request a borrowing by giving
the Bank notice by 11:00 a.m., New York City time,
(i) on the same Banking Day of an Alternate Base Rate
Loan or a Money Market Loan and (ii) at least three
Banking Days prior to a Eurodollar Loan.
(b) The minimum amount of any Committed Loan shall be
$10,000,000 or any larger multiple of $1,000,0000.
(c) The Borrower may elect to continue any Eurodollar
Loan on the last day of the Interest Period
applicable thereto by giving the Bank notice of such
continuation no later than 11:00 a.m., New York City
time, at least three Banking Days prior to the last
day of such Interest Period.
(d) If the Borrower fails to deliver a timely notice
of continuation of a Eurodollar Loan in accordance
with Section 8(c), such Eurodollar Loan shall be
converted to an Alternate Base Rate Loan on the last
day of the Interest Period applicable to such
Eurodollar Loan.
9. CONDITIONS: (a) This Agreement shall become effective as of the
date hereof (the "Effective Date") when the following
conditions precedent have been satisfied:
(i) there shall exist no action, suit,
investigation, litigation or proceeding affecting
the Borrower or any of its Consolidated Subsidiaries
(as defined in the Syndicated Agreement) (as defined
in Section 16) pending or threatened before any
court, governmental agency or arbitrator that (x)
could be reasonably like to have a Material Adverse
Effect (as defined in the Syndicated Agreement) or
(y) purports to affect the legality, validity or
enforceability of this Agreement or the Note or the
consummation of the transactions contemplated
hereby;
(ii) nothing shall have come to the attention
of the Bank during the course of its due diligence
investigation to lead it to believe that any
information previously submitted by the Borrower was
or has become misleading, incorrect or incomplete in
any material respect; without limiting the
generality of the foregoing, the Bank shall have
been given such access to the management, records,
books of account, contracts and properties of the
Borrower and its Consolidated Subsidiaries as it
shall have reasonably requested as a basis for
making its decision to enter into its commitment
hereunder;
(iii) all governmental and third party
consents and approvals necessary in connection with
the transactions by the Borrower contemplated hereby
shall have been obtained (without prior imposition
of any conditions that are not acceptable to the
Bank) and shall remain in effect, and no law or
regulation shall be applicable in the reasonable
judgment of the Bank that restrains, prevents or
imposes materially adverse conditions upon the
transactions contemplated hereby.
(iv) the Borrower shall have paid the fees
referred to in Section 18;
(v) on the Effective Date, the following
statements shall be true and the Bank shall have
received a certificate signed by a duly authorized
officer of the Borrower dated the Effective Date,
stating that:
(x) the representations and warranties
contained in Section 10 are correct on and as of the
Effective Date; and
(y) no event has occurred and is continuing
that constitutes an Event of Default or any event
that would constitute an Event of Default but for
the requirement that notice be given or time elapse
or both; and
(vi) the Bank shall have received on or
before the Effective Date the following, each dated
such day, in form and substance satisfactory to the
Bank:
(1) the Note duly executed and delivered by
the Borrower;
(2) certified copy of the resolutions of the
Finance Committee of the Board of Directors of the
Borrower approving this Agreement and the Note to be
delivered by it, and of all documents evidencing
other necessary corporate action and governmental
approvals, if any, with respect to this Agreement
and the Note to be delivered by it;
(3) a certificate of the Secretary or an
Assistant Secretary of the Borrower certifying the
names and true signatures of the officers of the
Borrower authorized to sign this Agreement and the
Note to be delivered by it and the other documents
to be delivered by it hereunder; and
(4) an opinion of counsel to the Borrower
covering the matters set forth in Exhibits D-1 and
D-2 to the Syndicated Agreement, with such changes
therein as the Bank may reasonably request.
(b) The obligation of the Bank to make
Committed Loans to the Borrower and the willingness
of the Bank to consider offering Money Market Loans
to the Borrower are subject to the conditions
precedent that the Effective Date shall have
occurred and on the day of any Loan the following
statements shall be true (and each of the giving of
notice of borrowing and the acceptance by the
Borrower of the proceeds of such Loan shall
constitute a representation and warranty by the
Borrower that on the date of such Loan such
statements are true):
<PAGE>
(w) the representations and warranties made
in Section 10 (other than representation set forth
in the last sentence of Section 4.01(e) of the
Syndicated Agreement, as Incorporated by Reference
(as defined in Section 16)) are correct on and as of
such date, before and after giving effect to such
Loan and to the application of the proceeds
therefrom, as though made on and as of such date;
(x) no event has occurred and is continuing,
or would result from such Loan or from the
application of the proceeds therefrom, that
constitutes an Event of Default or any event that
would constitute an Event of Default but for the
requirement that notice be given or time elapse or
both;
(y)(1) the most recently publicly announced
ratings on senior, unsecured noncredit-enhanced Debt
(as defined in the Syndicated Agreement) of the
Borrower ("Index Debt") by Moody's and S&P (in each
case, as defined in the Syndicated Agreement) on the
date of such Loan are equal to or greater than the
publicly announced ratings on Index Debt by Moody's
and S&P on the date hereof and (2) a negative credit
watch with respect to the Borrower has not been
publicly announced by Moody's and S&P during the
period from and including the date hereof to and
including the date of such Loan; and
(z) immediately after giving effect to such
Loan, the aggregate outstanding amount of the
Committed Loans and Money Market Loans shall not
exceed the amount of the Commitment.
10. REPRESENTATIONS
AND WARRANTIES;
COVENANTS: (a) Subject to Section 17, the representations and
warranties in Article IV of the Syndicated Agreement
are hereby Incorporated by Reference.
(b) Subject to Section 17, the covenants in Article V
of the Syndicated Agreement are hereby Incorporated
by Reference.
11. DEFAULT: Events which may cause the acceleration of the
maturity of any Loan (the "Events of Default") are as
specified in the Note. The Bank may terminate the
Commitment and declare the Loans then outstanding to
be due and payable upon the occurrence of any Event
of Default, but the Commitment shall terminate
automatically and the Loans, together with accrued
interest thereon and all other fees and obligations
of the Borrower accrued hereunder, shall become due
and payable automatically upon the occurrence of any
"bankruptcy" or "insolvency" Event of Default.
<PAGE>
12. GOVERNING LAW;
JURISDICTION: THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK. THE BORROWER CONSENTS TO THE
NONEXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND
FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK.
SERVICE OF PROCESS BY THE BANK IN CONNECTION WITH ANY
DISPUTE HEREUNDER SHALL BE BINDING ON THE BORROWER IF
SENT TO THE BORROWER AT THE ADDRESS SET FORTH ABOVE.
THE BORROWER AND THE BANK EACH WAIVES ANY RIGHT IT
MAY HAVE TO JURY TRIAL IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT, THE NOTE OR TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).
13. EXPENSES; TAXES
INDEMNITY: (a) The Borrower shall pay or reimburse the Bank on
demand for all reasonable costs, expenses, and
charges (including, without limitation, the
reasonable fees and charges of external legal counsel
for the Bank) incurred by the Bank in connection with
the preparation of this Agreement or the Note.
(b) The Borrower shall pay any present or future
stamp or documentary taxes or any other excise or
property taxes, charges or similar levies that arise
from any payment made hereunder or under the Note or
from the execution, delivery or registration of,
performing under, or otherwise with respect to, this
Agreement or the Note (hereinafter referred to as
"Other Taxes").
(c) The Borrower shall indemnify the Bank for and
hold it harmless against the full amount of Other
Taxes imposed on or paid by the Bank and any
liability (including penalties, interest and
expenses) arising therefrom or with respect thereto.
This indemnification shall be made within 30 days
from the date the Bank makes written demand therefor.
(d) The Borrower agrees to indemnify the Bank
against, and hold the Bank harmless from, any and all
losses, claims, damages, liabilities and related
expenses, including the reasonable fees, charges and
disbursements of any counsel for the Bank, incurred
by or asserted against the Bank arising out of, in
connection with, or as a result of (i) the execution
or delivery of this Agreement, the Note or any
agreement or instrument contemplated hereby, the
performance by the parties hereto of their respective
obligations hereunder or the consummation of the
transactions contemplated hereby, (ii) any Loan or
the use of the proceeds therefrom, or (iii) any
actual or prospective claim, litigation,
investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any
other theory and regardless of whether the Bank is a
party thereto; PROVIDED that such indemnity shall not
be available to the extent that such losses, claims,
damages, liabilities or related expenses resulted
from the gross negligence or willful misconduct of
the Bank as determined by a court of competent
jurisdiction.
<PAGE>
(e) If (i) the Borrower makes any payment or
prepayment of a Eurodollar Loan on a day other than
the last day of an Interest Period or (ii) if the
Borrower fails to borrow a Eurodollar Loan or Money
Market Loan on the date specified in the notice to
borrow such Loan, then the Borrower shall reimburse
the Bank within 5 days after demand for any loss
incurred in obtaining, liquidating or employing
deposits from third parties, but excluding loss of
margin for the period after such payment, prepayment
or failure to borrow, PROVIDED that the Bank shall
have delivered to the Borrower a written request as
to the amount of such loss or expense, which written
request shall set forth in reasonable detail the
calculation of such loss or expense and shall be
PRIMA FACIE evidence of the amount payable. Without
limiting the effect of the foregoing, such
compensation shall include an amount equal to the
excess, if any, of (i) the amount of interest that
otherwise would have accrued on the principal of the
Loan repaid, prepaid or not borrowed for the period
from the date of such payment, prepayment or failure
to borrow to the last day of the Interest Period for
such Loan or that would have commenced on the date
specified for such Loan at the applicable rate of
interest for such Loan (excluding loss of margin)
over (ii) the amount of interest that otherwise would
have accrued on such principal amount at a rate per
annum equal to the interest component of the amount
the Bank would have bid in the London interbank
market for U.S. dollar deposits of leading banks in
amounts comparable to such principal amount and with
maturities comparable to such period (as reasonably
determined by the Bank).
14. AMENDMENTS AND
WAIVERS: Except as otherwise expressly provided in this
Agreement, any provision of this Agreement may be
amended or modified only by an instrument in writing
signed by the Borrower and the Bank, and any
provision of this Agreement may be waived by the
Borrower and the Bank. No failure on the part of the
Bank to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof or
preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any
remedies provided by law.
15. COUNTERPARTS;
SUCCESSORS AND
ASSIGNS: (a) This Agreement may be executed in any number of
counterparts, all of which taken together shall
constitute one and the same instrument, and any party
hereto may execute this Agreement by signing any such
counterpart.
(b) The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted
hereby; PROVIDED, HOWEVER, that (i) except as
provided herein, neither party may assign or
otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the
other party and (ii) the Bank may, without the
consent of the Borrower, (x) assign or otherwise
transfer to any affiliate or any Federal Reserve Bank
all or a portion of its rights and/or obligations
under this Agreement and (y) sell to any other person
or entity participations in all or a portion of its
rights and/or obligations under this Agreement.
16. DEFINITIONS: (a) "Incorporated by Reference" means, with respect
to any provision of the Syndicated Agreement to be
incorporated by reference in this Agreement or the
Note, such provision and the other sections to which
reference is made therein or herein, together with
the related definitions and ancillary provisions, are
incorporated in this Agreement or the Note, as the
case may be, by reference, MUTATIS MUTANDIS, and will
be deemed to continue in effect for the benefit of
the Bank without giving effect to any amendment,
modification, waiver or termination of the Syndicated
Agreement.
(b) "Syndicated Agreement" means the 364-Day Credit
Agreement dated as of June 27, 2000 among The
Interpublic Group of Companies, Inc., the Initial
Lenders listed on the signature pages thereof,
Salomon Smith Barney Inc. as Lead Arranger and Book
Manager, Bank One, NA, SunTrust Bank and HSBC Bank
USA, as Co-Arrangers, Bank One, NA, as Documentation
Agent, SunTrust Bank, as Syndication Agent and
Citibank, N.A., as Agent, as in effect on the date
hereof.
17. EFFECT OF
INCORPORATION
BY REFERENCE: Any provision of the Syndicated Agreement that is
Incorporated by Reference in this Agreement or the
Note shall be subject to the condition that, as
incorporated in this Agreement, (a) each reference
therein to "the Company" or words of similar import
shall be deemed a reference to the Borrower
hereunder, (b) each reference therein to "each
Lender", "any Lender", "a Lender", "the Agent" or
words of similar import shall be deemed to be a
reference to the Bank, (c) each reference therein to
the "Commitment" or "Commitments" shall be deemed a
reference to the Commitment hereunder, (d) each
reference therein to "this Agreement" or words of
similar import shall be deemed a reference to this
Agreement, (e) each reference therein to "Advances",
"Revolving Credit Advance", "Competitive Bid Advance"
or words of similar import shall be deemed to be
reference to Loans under this Agreement, and (f) each
reference therein to "the date of this Agreement" or
words of similar import shall be deemed a reference
to the date of the Syndicated Agreement.
18. FEES: The Borrower shall pay to the Bank on the date of the
execution of this Agreement by the Borrower and the
Bank a fee in an amount heretofore agreed between the
Borrower and the Bank.
<PAGE>
Please evidence your acceptance of the foregoing by signing and
returning to the Bank the enclosed copy of this Agreement on or before August
28, 2000, the date on which the Bank's commitment to enter into this Agreement
(if not accepted prior thereto) will expire.
Very truly yours,
THE CHASE MANHATTAN BANK
BY /s/ ALDO QUINI
--------------------------
Name: ALDO QUINI
Title: VP
AGREED AND ACCEPTED:
The Interpublic Group of Companies, Inc.
By /s/ STEVEN BERNS
-------------------------------
Name: STEVEN BERNS
Title: Vice President & Treasurer
<PAGE>
EXHIBIT A
PROMISSORY NOTE
[Date]
New York, New York
FOR VALUE RECEIVED, The Interpublic Group of Companies, Inc.
(the "Borrower") promises to pay to the order of THE CHASE MANHATTAN BANK (the
"Bank"), at its principal office, 270 Park Avenue, New York, New York 10017 (the
"Principal Office"), for the account of the Lending Office (as hereinafter
defined), the principal amount of each loan (a "Loan") made pursuant to the
Letter Agreement (as defined in Section 2), which may be endorsed on the
schedule attached hereto and made a part hereof (including any continuations,
the "Schedule") on the maturity date of such Loan as shown on the Schedule, and
to pay interest on the unpaid balance of the principal amount of such Loan from
and including the date of such Loan (as shown on the Schedule) to such maturity
date at a rate per annum equal to the sum of (a) the Margin (as defined below)
plus (b)(i) a variable rate equal to: the higher of (x) the Federal Funds Rate
(as defined below) plus 1/2 of 1% and (y) the Prime Rate (as defined below)(such
higher rate being the "Alternate Base Rate" and such Loan an "Alternate Base
Rate Loan"); (ii) the Eurodollar Rate (as defined below) applicable to such Loan
(such Loan a "Eurodollar Loan") or (iii) the Money Market Rate (as defined
below) applicable to such Loan (such Loan a "Money Market Loan"). Any principal
and (to the extent permitted by law) interest not paid when due shall bear
interest from the date when due until paid in full at a rate per annum equal to
the Default Rate (as defined below). Interest shall be payable on the relevant
Interest Payment Date (as defined below). Interest shall be calculated on the
basis of a year of 365 or 366 days (in the case of Alternate Base Rate Loans)
and 360 days (in the case of Eurodollar Loans and Money Market Loans) and, in
each case, for the actual days elapsed. All payments hereunder shall be made in
lawful money of the United States and in immediately available funds without
set-off or counterclaim. Any extension of time for the payment of the principal
of this Note resulting from the due date falling on a day that is not a Banking
Day (as defined below) shall be included in the computation of interest. The
date, and Interest Periods (as defined in the Letter Agreement) of, and the
interest rates with respect to, the Loans and any payments of principal shall be
recorded by the Bank on its books and prior to any transfer of this Note (or, at
the discretion of the Bank, at any other time) endorsed by the Bank on the
Schedule, which shall be PRIMA FACIE evidence of the information set forth
therein; provided, HOWEVER, that the Bank's failure to endorse the Schedule
shall not affect the Borrower's obligations hereunder.
1. CERTAIN DEFINITIONS. Terms defined in the Letter Agreement
are used herein as therein defined. As used herein, the following terms shall
have the corresponding meanings:
(a) "Banking Day" means any day on which commercial banks are
not authorized or required to close in New York City and, where such term is
used in the definition of "LIBOR Rate" or refers to the Eurodollar Rate, which
is also a day on which dealings in U.S. dollar deposits are carried out in the
London interbank market.
<PAGE>
(b) "Default Rate" means, in respect of any amount not paid
when due, a rate per annum during the period commencing on the due date until
such amount is paid in full equal to: (a) if an Alternate Base Rate Loan, a
floating rate 2% above the rate of interest thereon (including any Margin); or
(b) if a Eurodollar Loan or Money Market Loan, a fixed rate 2% above the rate of
interest in effect thereon (including any Margin) at the time of default until
the end of the then current Interest Period therefor and, thereafter, a floating
rate 2% above the Alternate Base Rate (including any Margin).
(c) "Eurodollar Rate" means (i) the LIBOR Rate divided by (ii)
1 minus the Reserve Requirement.
(d) "Federal Funds Rate" means, for any day, with respect to
(a) an Alternate Base Rate Loan (i) for the first day of such Loan, the rate per
annum at which U.S. Dollar deposits with an overnight maturity and in a
comparable principal amount to such Loan are offered by the Bank in the Federal
funds market at approximately the time the Borrower requests an Alternate Base
Rate Loan on such day, and (ii) for each day thereafter that such Loan is
outstanding, the rate per annum at which U. S. Dollar deposits with an overnight
maturity and in a comparable principal amount to such Loan are offered by the
Bank in the Federal funds market at approximately 2:00 p.m., New York City time;
and (b) any other amount hereunder which bears interest at the Alternate Base
Rate, the rate per annum at which U. S. Dollar deposits with an overnight
maturity and in a comparable amount are offered by the Bank in the Federal funds
market at approximately 2:00 p.m., New York City time.
(e) "Interest Payment Date" means (i) for any Alternate Base
Rate Loan, the last day of each calendar quarter; (ii) for any Eurodollar Loan
or Money Market Loan, the last day of the Interest Period for such Loan; (iii)
for any amount accruing interest at the Default Rate, on demand; and (iv) for
any Loan, upon maturity and any repayment or prepayment thereof.
(f) "Lending Office" means the Principal Office or such other
office (or affiliate) as the Bank may from time to time specify.
(g) "LIBOR Rate" means the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) quoted by the Bank at approximately 11:00
a.m. London time (or as soon thereafter as practicable) two Banking Days prior
to the first day of an Interest Period (as defined in the Letter Agreement)
during which the Eurodollar Rate will accrue for the offering by the Bank to
leading banks in the London interbank market of U.S. dollar deposits having a
term comparable to such Eurodollar Loan and in an amount comparable to the
principal amount of such Eurodollar Loan.
(h) "Money Market Rate" means, with respect to any Money Market
Loan, the rate per annum as the Bank may offer, and the Borrower shall accept,
with respect to such Money Market Loan.
(i) "Margin" means, for any day, (a) 0%, with respect to an
Alternate Base Rate Loan or Money Market Loan and (b) .40%, with respect to a
Eurodollar Loan.
(j) "Prime Rate" means the rate of interest per annum publicly
announced from time to time by the Bank as its prime rate in effect at the
Principal Office; each such change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.
(k) "Regulatory Change" means any change after the date hereof
in United States federal, state or foreign laws or regulations (including
Regulation D of the Board of Governors of the Federal Reserve System) applicable
to the Bank or the adoption or making after such date of any interpretations,
directives or requests applying to a class of banks including the Bank of or
under any United States federal or state, or any foreign, laws or regulations
(whether or not having the force of law) by any court or governmental or
monetary authority charged with the interpretation or administration thereof.
(l) "Reserve Requirement" means, for any Interest Period for
any Eurodollar Loan, the average maximum rate at which reserves (including any
marginal, supplemental or emergency reserves) are required to be maintained
during the Interest Period for such Eurodollar Loan under Regulation D of the
Board of Governors of the Federal Reserve System by member banks of the Federal
Reserve System in New York City with deposits exceeding $1,000,000,000 against
"Eurocurrency liabilities" (as such term is used in Regulation D of the Board of
Governors of the Federal Reserve System).
2. RELATED LETTER AGREEMENT. Loans evidenced hereby are
made pursuant to that certain letter agreement dated August 25, 2000 between the
Bank and the Borrower (the "Letter Agreement").
3. ADDITIONAL COSTS. If as a result of any Regulatory Change,
the Bank determines that the cost to the Bank of making or maintaining any
Eurodollar Loan evidenced hereby is increased, or any amount received or
receivable by the Bank hereunder is reduced, or the Bank is required to make any
payment in connection with any transaction contemplated hereby, then the
Borrower shall pay to the Bank on demand such additional amount or amounts as
the Bank determines will compensate the Bank for such increased cost, reduction
or payment, which demand shall set forth in reasonable detail the calculation of
such additional amounts. The demand by the Bank of such amounts shall constitute
PRIMA FACIE evidence of such amounts.
4. EVENTS OF DEFAULT. Any of the following events shall be an
"Event of Default":
(a) the Borrower shall: (i) fail to pay the principal of the
Note as and when due and payable; or (ii) fail to pay interest on the Note or
any other amount due hereunder or under the Letter Agreement as and when due and
payable and such failure shall continue for five Banking Days;
(b) any representation or warranty made by the Borrower in this
Note or the Letter Agreement (this Note and the Letter Agreement are
collectively referred to as the "Facility Documents") or which is contained in
any certificate, financial statement or other document furnished pursuant to any
Facility Document shall prove to have been incorrect in any material respect on
or as of the date made;
(c)(i) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.01(e) or (h), 5.02(a),
(b) or (d) or 5.03 of the Syndicated Agreement, in each case as Incorporated by
Reference in Section 10 of the Letter Agreement; (ii) the Borrower shall fail to
perform or observe any term, covenant or agreement contained in Section 5.01(d)
of the Syndicated Agreement, as Incorporated by Reference in Section 10 of the
Letter Agreement, if such failure remains unremedied for 10 days after written
notice thereof shall have been given to the Borrower by the Bank; or (iii) the
Borrower shall fail to perform or observe any other term, covenant or agreement
contained in the Letter Agreement or this Note on its part to be performed or
observed if such failure shall remain unremedied for 30 days after written
notice thereof shall have been given to the Borrower by the Bank; or
(d) an Event of Default (as defined in the Syndicated
Agreement) (other than Section 6.01(a), Section 6.01(b), Section 6.01(c) or
Section 6.01(i)) shall occur and be continuing.
<PAGE>
If any Event of Default shall occur and be continuing, the Bank
may, by notice to the Borrower, (a) declare the Commitment to be terminated,
whereupon the same shall forthwith terminate, and (b) declare the outstanding
principal of this Note, all interest thereon and all other amounts payable under
the Letter Agreement and this Note to be forthwith due and payable, whereupon
this Note, all such interest and all such amounts shall become and be forthwith
due and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrower; provided that,
in the case of an Event of Default arising pursuant to Section 4(d) relating to
the occurrence of any Event of Default (as defined in the Syndicated Agreement)
arising pursuant to Section 6.01(e) of the Syndicated Agreement, the Commitment
shall be immediately terminated, and this Note, all interest thereon and all
other amounts payable under the Letter Agreement shall be immediately due and
payable without notice, presentment, demand, protest or other formalities of any
kind, all of which are hereby expressly waived by the Borrower.
5. MISCELLANEOUS. (a) The Borrower waives presentment, notice
of dishonor, protest and any other formality with respect to this Note and (b)
this Note shall be binding on the Borrower and its successors and assigns and
shall inure to the benefit of the Bank and its successors and assigns, except
that the Borrower may not delegate any obligations hereunder without the prior
written consent of the Bank.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By______________________________________
Name:
Title:
<PAGE>
loan number maturity amount of balance notation
amount and date of payment and remaining made
date interest rate loan loan number unpaid by
---- ------------- ------- ----------- --------- --------
