interpubliccreditagreeme






   Interpublic Credit Agreement  EXECUTION COPY  U.S. $1,500,000,000  AMENDED AND RESTATED CREDIT AGREEMENT  Dated as of November 1, 2021  Among  THE INTERPUBLIC GROUP OF COMPANIES, INC.  as Company  THE INITIAL LENDERS AND INITIAL ISSUING BANK NAMED HEREIN  as Initial Lenders and Initial Issuing Bank  CITIBANK, N.A.  as Administrative Agent  BANK OF AMERICA, N.A.  and  JPMORGAN CHASE BANK, N.A.  as Co-Syndication Agents  MORGAN STANLEY MUFG LOAN PARTNERS, LLC  as Documentation Agent  and  CITIBANK, N.A.  JPMORGAN CHASE BANK, N.A.  BOFA SECURITIES, INC.  and  MORGAN STANLEY MUFG LOAN PARTNERS, LLC  as Joint Lead Arrangers and Joint Book Managers    





 






   Interpublic Credit Agreement   i  Table of Contents  Page  ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS  SECTION 1.01 Certain Defined Terms .................................................................................1  SECTION 1.02 Computation of Time Periods ....................................................................24  SECTION 1.03 Accounting Terms ......................................................................................24  SECTION 1.04 Divisions ....................................................................................................25  SECTION 1.05 Rates ...........................................................................................................25  ARTICLE II  AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT  SECTION 2.01 The Advances and Letters of Credit. .........................................................25  SECTION 2.02 Making the Advances ................................................................................27  SECTION 2.03 Issuance of and Drawings and Reimbursement Under Letters of  Credit..........................................................................................................28  SECTION 2.04 Fees. ...........................................................................................................31  SECTION 2.05 Optional Termination or Reduction of the Revolving Credit  Commitments. ............................................................................................32  SECTION 2.06 Repayment. ................................................................................................32  SECTION 2.07 Interest on Advances. .................................................................................33  SECTION 2.08 Interest Rate Determination .......................................................................35  SECTION 2.09 Optional Conversion of Advances .............................................................36  SECTION 2.10 Prepayments of Advances ..........................................................................36  SECTION 2.11 Increased Costs ..........................................................................................38  SECTION 2.12 Illegality .....................................................................................................39  SECTION 2.13 Payments and Computations ......................................................................40  SECTION 2.14 Taxes ..........................................................................................................41  SECTION 2.15 Sharing of Payments, Etc ...........................................................................44  SECTION 2.16 Evidence of Debt........................................................................................44  SECTION 2.17 Use of Proceeds..........................................................................................45  SECTION 2.18 Increase in the Aggregate Revolving Credit Commitments ......................45  SECTION 2.19 Defaulting Lenders.....................................................................................47  SECTION 2.20 Extension of Termination Date ..................................................................49  SECTION 2.21 Mitigation Obligations; Replacement of Lenders ......................................50  SECTION 2.22 Benchmark Replacement ...........................................................................51  ARTICLE III  CONDITIONS TO EFFECTIVENESS AND LENDING  SECTION 3.01 Conditions Precedent to Effectiveness of the Amendment and  Restatement ................................................................................................53  SECTION 3.02 Initial Advance to Each Designated Subsidiary.........................................54  





 






   Interpublic Credit Agreement   ii  SECTION 3.03 Conditions Precedent to Each Borrowing, Issuance and Commitment  Increase ......................................................................................................55  SECTION 3.04 Determinations Under Sections 3.01 and 3.02 ...........................................56  ARTICLE IV  REPRESENTATIONS AND WARRANTIES  SECTION 4.01 Representations and Warranties of the Company ......................................56  ARTICLE V  COVENANTS OF THE COMPANY  SECTION 5.01 Affirmative Covenants ...............................................................................58  SECTION 5.02 Negative Covenants ...................................................................................62  SECTION 5.03 Financial Covenant ....................................................................................66  ARTICLE VI  EVENTS OF DEFAULT  SECTION 6.01 Events of Default .......................................................................................66  SECTION 6.02 Actions in Respect of the Letters of Credit upon Default ..........................69  ARTICLE VII  GUARANTY  SECTION 7.01 Guaranty .....................................................................................................70  SECTION 7.02 Guaranty Absolute .....................................................................................70  SECTION 7.03 Waivers and Acknowledgments ................................................................71  SECTION 7.04 Subrogation ................................................................................................72  SECTION 7.05 Continuing Guaranty; Assignments ...........................................................72  ARTICLE VIII  THE AGENT  SECTION 8.01 Authorization and Authority ......................................................................73  SECTION 8.02 Rights as a Lender ......................................................................................73  SECTION 8.03 Exculpatory Provisions ..............................................................................73  SECTION 8.04 Reliance by Agent ......................................................................................74  SECTION 8.05 Delegation of Duties ..................................................................................75  SECTION 8.06 Resignation of Agent .................................................................................75  SECTION 8.07 Non-Reliance on Agent and Other Lenders ...............................................76  SECTION 8.08 No Other Duties, etc ..................................................................................77  SECTION 8.09 Lender ERISA Representation ...................................................................77  SECTION 8.10 Erroneous Payments...................................................................................78  ARTICLE IX  MISCELLANEOUS  





 






   Interpublic Credit Agreement   iii  SECTION 9.01 Amendments, Etc .......................................................................................81  SECTION 9.02 Notices, Etc ................................................................................................82  SECTION 9.03 No Waiver; Remedies ................................................................................83  SECTION 9.04 Costs and Expenses ....................................................................................83  SECTION 9.05 Right of Set-off ..........................................................................................85  SECTION 9.06 Binding Effect ............................................................................................86  SECTION 9.07 Assignments and Participations .................................................................86  SECTION 9.08 Confidentiality ...........................................................................................91  SECTION 9.09 Designated Subsidiaries. ............................................................................92  SECTION 9.10 Governing Law ..........................................................................................93  SECTION 9.11 Execution in Counterparts..........................................................................93  SECTION 9.12 Judgment ....................................................................................................94  SECTION 9.13 Jurisdiction, Etc..........................................................................................94  SECTION 9.14 Substitution of Currency ............................................................................95  SECTION 9.15 No Liability Regarding Letters of Credit ...................................................95  SECTION 9.16 Patriot Act Notification ..............................................................................95  SECTION 9.17 No Fiduciary Duty .....................................................................................96  SECTION 9.18 Acknowledgement and Consent to Bail-In of Certain Financial  Institutions..................................................................................................96  SECTION 9.19 Waiver of Jury Trial ...................................................................................98      Schedules  Schedule I  - Commitments  Schedule 2.01(b) - Existing Letters of Credit  Exhibits  Exhibit A - Form of Note  Exhibit B - Form of Notice of Borrowing  Exhibit C - Form of Assignment and Assumption  Exhibit D-1 - Form of Opinion of Willkie Farr & Gallagher LLP  Exhibit D-2 - Form of Opinion of In-House Counsel for the Company  Exhibit E - Form of Designation Agreement  Exhibit F - Form of Assumption Agreement    





 






   Interpublic Credit Agreement  AMENDED AND RESTATED CREDIT AGREEMENT  Dated as of November 1, 2021  THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation  (the “Company”), the banks and other financial institutions (the “Initial Lenders”) listed on the  signature pages hereof, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A.  (“JPMorgan”), as co-syndication agents, MORGAN STANLEY MUFG LOAN PARTNERS,  LLC, acting through Morgan Stanley Senior Funding, Inc. and MUFG Bank, Ltd., as  documentation agent, CITIBANK, N.A. (“Citibank”), JPMorgan, BOFA SECURITIES, INC. and  MORGAN STANLEY MUFG LOAN PARTNERS, LLC, acting through Morgan Stanley Senior  Funding, Inc. and MUFG Bank, Ltd., as joint lead arrangers and joint book managers, and  CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Lenders (as  hereinafter defined), agree as follows:  PRELIMINARY STATEMENT.  The Company, the lenders parties thereto and  Citibank, as agent, are parties to the Amended and Restated Credit Agreement dated as of  November 1, 2019 (the “Existing Credit Agreement”).  Subject to the satisfaction of the conditions  set forth in Section 3.01, the Borrowers, the parties hereto and Citibank, as Agent, desire to amend  and restate the Existing Credit Agreement as herein set forth.  ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS  SECTION 1.01 Certain Defined Terms.  As used in this Agreement, the  following terms shall have the following meanings (such meanings to be equally applicable to both  the singular and plural forms of the terms defined):  “Acquired/Disposed Business” means (a) any Person, division or line of business  acquired or disposed of, as the case may be, by the Company or any Consolidated  Subsidiary of the Company where the consideration (whether cash, stock or other form of  consideration) for the transaction is at least $200,000,000 (it being understood that such  consideration shall be determined based on the payment made at the time of the transaction,  without regard to any subsequent or earnout payments); or (b) a Specified Acquisition.  “Adjusted EBITDA” means for any period, with respect to any Acquired/Disposed  Business acquired or disposed of since the beginning of such period, the EBITDA of such  Acquired/Disposed Business (determined using the definition of EBITDA herein mutatis  mutandis and determined, if applicable, on a Consolidated basis together with any  Subsidiaries or other Consolidated entities of such Acquired/Disposed Business),  calculated on a pro forma basis as if the acquisition or disposition of such  Acquired/Disposed Business had occurred on the first day of such period.  “Administrative Questionnaire” means an Administrative Questionnaire in a form  supplied by the Agent.  





 






   Interpublic Credit Agreement   2  “Advance” means an advance by a Lender to any Borrower as part of a Borrowing  and refers to a Base Rate Advance, a Term SOFR Advance, a EURIBOR Advance or a  SONIA Advance (each of which shall be a “Type” of Advance).  “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any  UK Financial Institution.  “Affiliate” means, as to any Person, any other Person (whether or not existing as at  the date hereof) that, directly or indirectly, controls, is controlled by or is under common  control with such Person or is a director or officer of such Person.  For purposes of this  definition, the term “control” (including the terms “controlling”, “controlled by” and  “under common control with”) of a Person means the possession, direct or indirect, of the  power to vote 10% or more of the Voting Stock of such Person or to direct or cause the  direction of the management and policies of such Person, whether through the ownership  of Voting Stock, by contract or otherwise.  “Agent’s Account” means (a)  the account of the Agent maintained by the Agent at  Citibank at its office at One Penns Way, New Castle, Delaware 19720, Account  No. 36852248, Attention:  Bank Loan Syndications and (b) such other account of the Agent  as is designated in writing from time to time by the Agent to the Company and the Lenders  for such purpose.  “Agreement” means this Credit Agreement, as amended, restated, supplemented or  otherwise modified from time to time.  “Anniversary Date” has the meaning specified in Section 2.20(a).  “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction  applicable to any Borrower or its Subsidiaries from time to time concerning or relating to  bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977  (12 U.S.C. §78dd-1) and the U.K. Bribery Act of 2010.  “Applicable Lending Office” means, with respect to any Lender, the office of such  Lender specified as its “Lending Office” in its Administrative Questionnaire delivered to  the Agent, or such other office of such Lender as such Lender may from time to time  specify to the Company and the Agent.  “Applicable Margin” means, as of any date from and after the Restatement Date, a  percentage per annum determined by reference to the Public Debt Rating in effect on such  date as set forth below:  Public Debt Rating  S&P/Moody’s/Fitch  Applicable Margin  for Base Rate  Advances  Applicable Margin  for EURIBOR  Advances and  SONIA Advances  Applicable Margin  for Term SOFR  Advances  Level 1   At least A- / A3 / A- .. 0.000% 0.910% 1.010%  





 






   Interpublic Credit Agreement   3  Public Debt Rating  S&P/Moody’s/Fitch  Applicable Margin  for Base Rate  Advances  Applicable Margin  for EURIBOR  Advances and  SONIA Advances  Applicable Margin  for Term SOFR  Advances  Level 2   BBB+  /  Baa1 /  BBB+ ........................ 0.015% 1.015% 1.115%  Level 3   BBB/ Baa2 / BBB ..... 0.125% 1.125% 1.225%  Level 4   BBB- /  Baa3 / BBB- . 0.200% 1.200% 1.300%  Level 5   BB + / Ba1 / BB+ ...... 0.500% 1.500% 1.600%  Level 6   Ratings less than  BB+/Ba1/BB+ (or  unrated by S&P,  Moody’s and Fitch) ... 0.700% 1.700% 1.800%    “Applicable Percentage” means, as of any date from and after the Restatement  Date, a percentage per annum determined by reference to the Public Debt Rating in effect  on such date as set forth below:  Public Debt Rating S&P/Moody’s/Fitch Applicable Percentage  Level 1  At least A- / A3 / A- ....................................................... 0.090%  Level 2  BBB+  /  Baa1 / BBB+ ................................................... 0.110%  Level 3  BBB/ Baa2 / BBB .......................................................... 0.125%  Level 4  BBB- /  Baa3 / BBB- ..................................................... 0.175%  Level 5  BB + / Ba1 / BB+ ........................................................... 0.250%  Level 6  Ratings less than BB+/Ba1/BB+  (or unrated by S&P,  Moody’s and Fitch) ........................................................ 0.300%    “Assignment and Assumption” means an assignment and assumption entered into  by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form  of Exhibit C hereto.  “Assuming Lender” has the meaning specified in Section 2.18(b).  “Assumption Agreement” has the meaning specified in Section 2.18(c)(ii).  





 






   Interpublic Credit Agreement   4  “Available Amount” of any Letter of Credit means, at any time, the maximum  amount available to be drawn under such Letter of Credit at such time (assuming  compliance at such time with all conditions to drawing), converting all non-Dollar amounts  into the Dollar Equivalent thereof at such time.  “Available Tenor” means, as of any date of determination and with respect to any  then-current Benchmark for any currency, as applicable, (x) if any then-current Benchmark  is a term rate, any tenor for such Benchmark that is or may be used for determining the  length of an Interest Period or (y) otherwise, any payment period for interest calculated  with reference to such Benchmark, as applicable, pursuant to this Agreement as of such  date and not including, for the avoidance of doubt, any tenor for such Benchmark that is  then-removed from the definition of “Interest Period” pursuant to Section 2.22(c).  “Bail-In Action” means the exercise of any Write-Down and Conversion Powers  by the applicable Resolution Authority in respect of any liability of an Affected Financial  Institution.  “Bail-In Legislation” means (a) with respect to any EEA Member Country  implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the  Council of the European Union, the implementing law, regulation rule or requirement for  such EEA Member Country from time to time which is described in the EU Bail-In  Legislation Schedule and (b) with respect to the United Kingdom,  Part I of the United  Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation  or rule applicable in the United Kingdom relating to the resolution of unsound or failing  banks, investment firms or other financial institutions or their affiliates (other than through  liquidation, administration or other insolvency proceedings).  “Base Rate” means a fluctuating interest rate per annum in effect from time to time,  which rate per annum shall at all times be equal to the highest of:  (a) the rate of interest announced publicly by Citibank in New York,  New York, from time to time, as Citibank’s base rate;  (b) 1⁄2 of one percent per annum above the Federal Funds Rate;  (c) Term SOFR for a one-month tenor in effect on such day plus 1.00%;  and  (d) zero.  “Base Rate Advance” means an Advance denominated in Dollars that bears interest  as provided in Section 2.07(a)(i).  “Benchmark” means, initially, (i) with respect to amounts denominated in Dollars,  Term SOFR, (ii) with respect to amounts denominated in Sterling, SONIA, and (iii) with  respect to any amounts denominated in Euro, EURIBOR; provided that if a replacement of  an initial or subsequent Benchmark has occurred pursuant to Section 2.22, then  “Benchmark” means the applicable Benchmark Replacement to the extent that such  





 






   Interpublic Credit Agreement   5  Benchmark Replacement has replaced such prior benchmark rate.  Any reference to  “Benchmark” shall include, as applicable, the published component used in the calculation  thereof.  “Benchmark Replacement” means, for any Available Tenor:  (1) For purposes of replacing Term SOFR, the first alternative set forth below  that can be determined by the Agent:  (a) Daily Simple SOFR; or  (b)  the sum of:  (i) the alternate benchmark rate that has been selected by the  Agent and the Company giving due consideration to (A) any selection or recommendation  of a replacement benchmark rate or the mechanism for determining such a rate by the  Relevant Governmental Body or (B) any evolving or then-prevailing market convention  for determining a benchmark rate as a replacement to the then-current Benchmark for  Dollar-denominated syndicated credit facilities and (ii) the related Benchmark  Replacement Adjustment.  (2) For purposes of replacing any Benchmark (other than Term SOFR), the sum  of (a) the alternate benchmark rate and (b) an adjustment (which may be a positive or  negative value or zero), in each case, that has been selected by the Agent and the Company  as the replacement for such Available Tenor of such Benchmark giving due consideration  to any evolving or then-prevailing market convention, including any applicable  recommendations made by the Relevant Governmental Body, for syndicated credit  facilities at such time denominated in the applicable currency in the U.S. syndicated loan  market;  provided that, if the Benchmark Replacement as determined pursuant to clause (1)  or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to  be the Floor for the purposes of this Agreement and the other Loan Documents.  “Benchmark Replacement Adjustment” means, with respect to any replacement of  the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread  adjustment, or method for calculating or determining such spread adjustment (which may  be a positive or negative value or zero) that has been selected by the Agent and the  Company giving due consideration to (a) any selection or recommendation of a spread  adjustment, or method for calculating or determining such spread adjustment, for the  replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement  by the Relevant Governmental Body or (b) any evolving or then-prevailing market  convention for determining a spread adjustment, or method for calculating or determining  such spread adjustment, for the replacement of such Benchmark with the applicable  Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the  applicable Currency.  “Benchmark Replacement Date” means the earliest to occur of the following events  with respect to the then-current Benchmark:  





 






   Interpublic Credit Agreement   6  (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition  Event”, the later of (i) the date of the public statement or publication of information  referenced therein and (ii) the date on which the administrator of such Benchmark (or the  published component used in the calculation thereof) permanently or indefinitely ceases to  provide all Available Tenors of such Benchmark (or such component thereof); or  (b) in the case of clause (c) of the definition of “Benchmark Transition Event”,  the first date on which such Benchmark (or the published component used in the calculation  thereof) has been determined and announced by or on behalf of the administrator of such  Benchmark (or such component thereof) or the regulatory supervisor for the administrator  of such Benchmark (or such component thereof) to be non-representative or non-compliant  with or non-aligned with the International Organization of Securities Commissions  (IOSCO) Principles for Financial Benchmarks; provided, that such non-representativeness,  non-compliance or non-alignment will be determined by reference to the most recent  statement or publication referenced in such clause (c) and even if any Available Tenor of  such Benchmark (or such component thereof) continues to be provided on such date.  For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to  have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the  occurrence of the applicable event or events set forth therein with respect to all then-current  Available Tenors of such Benchmark (or the published component used in the calculation  thereof).  “Benchmark Transition Event” means the occurrence of one or more of the  following events with respect to the then-current Benchmark:  (a) a public statement or publication of information by or on behalf of the  administrator of such Benchmark (or the published component used in the calculation  thereof) announcing that such administrator has ceased or will cease to provide all  Available Tenors of such Benchmark (or such component thereof), permanently or  indefinitely; provided that, at the time of such statement or publication, there is no  successor administrator that will continue to provide any Available Tenor of such  Benchmark (or such component thereof);  (b) a public statement or publication of information by the regulatory  supervisor for the administrator of such Benchmark (or the published component used in  the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New  York, an insolvency official with jurisdiction over the administrator for such Benchmark  (or such component), a resolution authority with jurisdiction over the administrator for  such Benchmark (or such component) or a court or an entity with similar insolvency or  resolution authority over the administrator for such Benchmark (or such component),  which states that the administrator of such Benchmark (or such component) has ceased or  will cease to provide all Available Tenors of such Benchmark (or such component thereof)  permanently or indefinitely; provided that, at the time of such statement or publication,  there is no successor administrator that will continue to provide any Available Tenor of  such Benchmark (or such component thereof); or  





 






   Interpublic Credit Agreement   7  (c) a public statement or publication of information by or on behalf of the  administrator of such Benchmark (or the published component used in the calculation  thereof) or the regulatory supervisor for the administrator of such Benchmark (or such  component thereof) announcing that all Available Tenors of such Benchmark (or such  component thereof) are no longer, or as of a specified future date will not be, representative  or in compliance with or aligned with the International Organization of Securities  Commissions (IOSCO) Principles for Financial Benchmarks.  For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to  have occurred with respect to any Benchmark if a public statement or publication of  information set forth above has occurred with respect to each then-current Available Tenor  of such Benchmark (or the published component used in the calculation thereof).  “Beneficial Ownership Certification” means a certification regarding beneficial  ownership as required by the Beneficial Ownership Regulation.  “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.  “Borrowers” means, collectively, the Company and the Designated Subsidiaries  from time to time (and each a “Borrower”).  “Borrowing” means a borrowing consisting of simultaneous Advances of the same  Type made by each of the Lenders pursuant to Sections 2.01(a) or 2.03(c).  “Business Day” means a day of the year on which banks are not required or  authorized by law to close in New York City and, if the applicable Business Day relates to  any SONIA Advances (other than in respect of interest rate settings), on which banks are  not required or authorized by law to close in London and, if the applicable Business Day  relates to EURIBOR Advances, on which the Trans-European Automated Real-Time  Gross Settlement Express Transfer (TARGET) System is open for payments in Euros;  provided, that if such day relates to any interest rate settings as to any SONIA Advances,  the term “Business Day” means a day other than a Saturday, Sunday or a legal holiday  under the laws of the United Kingdom.  “Commitment” means a Revolving Credit Commitment or a Letter of Credit  Commitment.  “Commitment Date” has the meaning specified in Section 2.18(b).  “Commitment Increase” has the meaning specified in Section 2.18(a).  “Committed Currencies” means Sterling, Euro and any other currency (other than  Dollars) requested by the applicable Borrower by notice to the Agent, including a proposed  amendment to this Agreement to address the interest rate conventions applicable to such  currency, and approval of such currency and such amendment by all Lenders.  “Committed L/C Currencies” means Sterling, lawful currency of Japan, lawful  currency of Switzerland, lawful currency of Singapore, lawful currency of Canada, lawful  





 






   Interpublic Credit Agreement   8  currency of Sweden, lawful currency of Denmark, lawful currency of Australia, Euro and  any other currency (other than Dollars) requested by the applicable Borrower that can be  provided by all Issuing Banks.  “Competitor” means, as of any date, any Person that is (a) any entity (other than  the Company or its Subsidiaries) within the Global Industrial Classification (“GICS”)  Media Industry Group, presently designated as No. 2540 (and any successor or replacement  thereto) appearing on Bloomberg, (b) a competitor of any of the Borrowers or (c) any  Affiliate of a competitor of any of the Borrowers, which Person, in the case of clause (b)  and (c), has been designated by the Company as a “Competitor” by written notice to the  Agent and the Lenders (including by posting such notice to the Platform) effective five  Business Days after such notice is so given; provided that “Competitor” shall exclude any  Person that the Company has designated as no longer being a “Competitor” by written  notice delivered to the Agent from time to time.  “Conforming Changes” means, with respect to SONIA, Term SOFR or any  Benchmark Replacement, any technical, administrative or operational changes (including,  without limitation, changes to the definition of “Base Rate,” the definition of “Business  Day,” the definition of “Interest Period,” the definition of “SONIA,” the definition of  “Term SOFR,” the definition of “U.S. Government Securities Business Day,” timing and  frequency of determining rates and making payments of interest, timing of borrowing  requests or prepayment, conversion or continuation notices, the applicability and length of  lookback periods, the applicability of breakage provisions, the formula for calculating any  successor rates identified pursuant to the definitions of “SONIA,” “Term SOFR,” and/or  “Benchmark Replacement”, the formula, methodology or convention for applying the  successor Floor to SONIA, Term SOFR or the successor Benchmark Replacement and  other technical, administrative or operational matters) that the Agent (in consultation with  the Company) decides may be appropriate to reflect the adoption and implementation of  SONIA, Term SOFR or Benchmark Replacement and to permit the administration thereof  by the Agent in a manner substantially consistent with market practice (or, if the Agent  decides that adoption of any portion of such market practice is not administratively feasible  or if the Agent determines that no market practice for the administration of SONIA, Term  SOFR or Benchmark Replacement exists, in such other manner of administration as the  Agent (in consultation with the Company) decides is reasonably necessary in connection  with the administration of this Agreement and the other Loan Documents).  “Consolidated” refers to the consolidation of accounts in accordance with GAAP.  “Consolidated Subsidiary” means at any date any Subsidiary or other entity the  accounts of which would be consolidated with those of the Company in its Consolidated  financial statements as of such date.  “Convert”, “Conversion” and “Converted” each refers to a conversion of Term  SOFR Advances into Base Rate Advances or a conversion of Base Rate Advances into  Term SOFR Advances pursuant to Section 2.08 or 2.09.  





 






   Interpublic Credit Agreement   9  “Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate  (which will include a lookback) being established by the Agent in accordance with the  conventions for this rate recommended by the Relevant Governmental Body for  determining “Daily Simple SOFR” for syndicated business loans; provided, that if the  Agent decides that any such convention is not administratively feasible for the Agent, then  the Agent, in consultation with the Company, may establish another convention in its  reasonable discretion.  “Debt” of any Person means, without duplication, (a) all indebtedness of such  Person for borrowed money, (b) all payment obligations of such Person for the deferred  purchase price of property or services (other than trade payables incurred in the ordinary  course of such Person’s business), (c) all payment obligations of such Person evidenced by  notes, bonds, debentures or other similar instruments, (d) all payment obligations of such  Person created or arising under any conditional sale or other title retention agreement with  respect to property acquired by such Person (even though the rights and remedies of the  seller or lender under such agreement in the event of default are limited to repossession or  sale of such property), (e) all payment obligations of such Person as lessee under leases  that have been or should be, in accordance with generally accepted accounting principles,  recorded as capital leases or, after giving effect to FASB ASC 842, as finance leases, (f) all  payment obligations, contingent or otherwise, of such Person in respect of acceptances,  letters of credit or similar extensions of credit, (g) all net payment obligations of such  Person in respect of each Hedge Agreement, (h) all Debt of others referred to in clauses (a)  through (g) above or clause (i) below guaranteed directly or indirectly in any manner by  such Person, or in effect guaranteed directly or indirectly by such Person through an  agreement (1) to pay or purchase such Debt or to advance or supply funds for the payment  or purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to  purchase or sell services, primarily for the purpose of enabling the debtor to make payment  of such Debt or to assure the holder of such Debt against loss, (3) to supply funds to or in  any other manner invest in the debtor (including any agreement to pay for property or  services irrespective of whether such property is received or such services are rendered) or  (4) otherwise to assure a creditor against loss, and (i) all Debt referred to in clauses (a)  through (h) above secured by (or for which the holder of such Debt has an existing right,  contingent or otherwise, to be secured by) any Lien on property (including, without  limitation, accounts and contract rights) owned by such Person, even though such Person  has not assumed or become liable for the payment of such Debt; provided, however, that  the term “Debt” shall not include obligations under agreements providing for  indemnification, deferred purchase price payments or similar obligations incurred or  assumed in connection with the acquisition or disposition of assets or stock, whether by  merger or otherwise.  “Default” means any 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.  “Defaulting Lender” means, subject to Section 2.19(e), at any time, any Lender that  has (a) failed to perform any of its funding obligations hereunder,  including in respect of  its Advances or participations in respect of Letters of Credit, within two Business Days of  the date required to be funded by it hereunder unless such Lender notifies the Agent and  





 






   Interpublic Credit Agreement   10  the Company in writing that such failure is the result of such Lender’s good faith reasonable  determination that one or more conditions precedent to funding (each of which conditions  precedent, together with any applicable default, shall be specifically identified in such  writing) has not been satisfied, (b) has notified the Company or the Agent in writing, or  has made a public statement to the effect, that it does not intend or expect to comply with  any of its funding obligations under this Agreement (unless such writing or public  statement indicates that such position is based on such Lender’s good faith reasonable  determination that a condition precedent (specifically identified and including the  particular default, if any) to funding a loan under this Agreement cannot be satisfied) or  generally under other agreements in which it commits to extend credit, (c) has failed, within  three (3) Business Days after request by the Company, the Agent or any Issuing Bank  acting in good faith, to provide a certification in writing from an authorized officer of such  Lender that it will comply with its obligations to fund prospective Advances and  participations in then outstanding Letters of Credit under this Agreement, provided that  such Lender shall cease to be a Defaulting Lender pursuant to this clause upon the  Company’s receipt of such certification in form and substance satisfactory to it and the  Agent or (d)(i) become or is insolvent or has a parent company that has become or is  insolvent, (ii) become the subject of a Bail-In Action or (iii) become the subject of a  bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,  administrator, assignee for the benefit of creditors or similar Person charged with  reorganization or liquidation of its business or custodian, appointed for it, or has taken any  action in furtherance of, or indicating its consent to, approval of or acquiescence in any  such proceeding or appointment or has a parent company that has become the subject of a  bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,  administrator, assignee for the benefit of creditors or similar Person charged with  reorganization or liquidation of its business or custodian appointed for it, or has taken any  action in furtherance of, or indicating its consent to, approval of or acquiescence in any  such proceeding or appointment; provided that a Lender shall not be deemed to be a  Defaulting Lender under this clause (d) solely as a result of (1) the acquisition or  maintenance of an ownership interest in such Lender or parent company by a governmental  authority or instrumentality thereof or (2) in the case of a solvent Lender, the precautionary  appointment of an administrator, guardian, custodian or other similar official by a  governmental authority or instrumentality under or based on the law of the country where  such Lender is subject to home jurisdiction supervision if applicable law requires that such  appointment not be publicly disclosed, so long as, in the case of clause (1) and clause (2),  such action does not result in or provide such Lender with immunity from the jurisdiction  of courts within the United States or from the enforcement of judgments or writs of  attachment on its assets or permit such Lender (or such governmental authority or  instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements  made with such Lender.  Any determination by the Agent or the Company that a Lender is  a Defaulting Lender under any one or more of clauses (a) through (d) above shall be  conclusive and binding absent manifest error, and such Lender shall be deemed to be a  Defaulting Lender (subject to Section 2.19(e)) upon delivery of written notice of such  determination to the Company, each Issuing Bank and each Lender.  





 






   Interpublic Credit Agreement   11  “Designated Subsidiary” means any direct or indirect wholly-owned Subsidiary of  the Company designated for borrowing privileges under this Agreement pursuant to  Section 9.09.  “Designation Agreement” means, with respect to any Designated Subsidiary, an  agreement in the form of Exhibit E hereto signed by such Designated Subsidiary and the  Company.  “Determination Date” has the meaning specified in Section 9.07(h).  “Dollars” and the “$” sign each means lawful currency of the United States of  America.  “EBITDA” means, for any period, operating income (or operating loss) plus (a)  depreciation expense, (b) amortization expense and (c) to the extent such non-cash charges  have reduced operating income, other non-cash charges, in each case determined in  accordance with GAAP for such period, and (d) Adjusted EBITDA.  “EEA Financial Institution” means (a) any credit institution or investment firm  established in any EEA Member Country which is subject to the supervision of an EEA  Resolution Authority, (b) any entity established in an EEA Member Country which is a  parent of an institution described in clause (a) of this definition, or (c) any financial  institution established in an EEA Member Country which is a subsidiary of an institution  described in clauses (a) or (b) of this definition and is subject to consolidated supervision  with its parent.  “EEA Member Country” means any of the member states of the European Union,  Iceland, Liechtenstein, and Norway.  “EEA Resolution Authority” means any public administrative authority or any  person entrusted with public administrative authority of any EEA Member Country  (including any delegee) having responsibility for the resolution of any EEA Financial  Institution.  “Eligible Assignee” means any Person that meets the requirements to be an  assignee under Section 9.07(b)(iii), (v) and (vi) (subject to such consents, if any, as may be  required under Section 9.07(b)(iii)).  “Equivalent” in Dollars of any Committed Currency or Committed L/C Currency  on any date means the equivalent in Dollars of such currency determined by using the  quoted spot rate at which the Agent’s or applicable Issuing Bank’s principal office in  London offers to exchange Dollars for such currency in London at approximately 4:00  P.M. (London time) (unless otherwise indicated by the terms of this Agreement) on such  date as is required pursuant to the terms of this Agreement, and the “Equivalent” in any  Committed Currency or Committed L/C Currency of Dollars means the equivalent in such  currency of Dollars determined by using the quoted spot rate at which the Agent’s or  applicable Issuing Bank’s principal office in London offers to exchange such currency for  Dollars in London at approximately 4:00 P.M. (London time) (unless otherwise indicated  





 






   Interpublic Credit Agreement   12  by the terms of this Agreement) on such date as is required pursuant to the terms of this  Agreement.  “ERISA” means the Employee Retirement Income Security Act of 1974, as  amended from time to time, and the regulations promulgated and rulings issued thereunder.  “ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a  member of the controlled group of the Company, or under common control with the  Company, within the meaning of Section 414 of the Internal Revenue Code.  “ERISA Event” means (a)(i) the occurrence of a reportable event, within the  meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice  requirement with respect to such event has been waived by the PBGC or (ii) the  requirements of Section 4043(b) of ERISA apply with respect to a contributing sponsor, as  defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph  (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur  with respect to such Plan within the following 30 days; (b) the application for a minimum  funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of  a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA  (including any such notice with respect to a plan amendment referred to in Section 4041(e)  of ERISA); (d) the cessation of operations at a facility of the Company or any ERISA  Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal  by the Company or any ERISA Affiliate from a Multiple Employer Plan during a plan year  for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the  conditions for imposition of a lien under Section 303(k) of ERISA shall have been met  with respect to any Plan; (g) a determination that any Plan is in “at risk” status (within the  meaning of Section 303 of ERISA); or (h) the institution by the PBGC of proceedings to  terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or  condition described in Section 4042 of ERISA that constitutes grounds for the termination  of, or the appointment of a trustee to administer, such Plan.  “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule  published by the Loan Market Association (or any successor person), as in effect from time  to time.  “EURIBOR” means, for any Interest Period for each EURIBOR Advance  comprising part of the same Borrowing, an interest rate per annum equal to the Euro  Interbank Offered Rate with respect to deposits in Euro as determined by reference to the  applicable Bloomberg screen (or, if not so available, any successor or substitute screen of  such service, or any successor to or substitute for such service providing rate quotations  comparable to those currently provided on such page of such service, as determined by the  Agent from time to time for purposes of providing quotations of interest rates applicable  to Euro deposits in the applicable interbank market) two Business Days prior to the first  day of such Interest Period; provided, that if EURIBOR shall be less than zero, such rate  shall be deemed to be zero for purposes of this Agreement.  





 






   Interpublic Credit Agreement   13  “EURIBOR Advance” means an Advance denominated in Euros that bears interest  as provided in Section 2.07(a)(iii).  “Euro” means the lawful currency of the European Union as constituted by the  Treaty of Rome which established the European Community, as such treaty may be  amended from time to time and as referred to in the EMU legislation.  “Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D  of the Board of Governors of the Federal Reserve System, as in effect from time to time.  “Events of Default” has the meaning specified in Section 6.01.  “Excluded Taxes” means taxes that are excluded from the definition of Indemnified  Taxes under Section 2.14, including for the avoidance of doubt taxes not subject to gross  up under Section 2.14(e).  “Facility” means the Letter of Credit Facility or the Revolving Credit Facility, as  the context may require.  “FATCA” means sections 1471 through 1474 of the Internal Revenue Code or  successor or substantially comparable statutory provisions, any regulations promulgated  thereunder or guidance issued with respect to such provisions, any agreements entered into  pursuant to Section 1471(b)(1) of the Internal Revenue Code, any intergovernmental  agreement entered into in connection with the implementation of such Sections of the  Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted  pursuant to such intergovernmental agreement.  “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum  equal for each day during such period as published for such day (or, if such day is not a  Business Day, for the next preceding Business Day) by the Federal Reserve Bank of  New York for overnight Federal funds transactions with members of the Federal Reserve  System, or, if such rate is not so published for any day that is a Business Day, the average  of the quotations for such day on such transactions received by the Agent from three  Federal funds brokers of recognized standing selected by it; provided, that if the Federal  Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this  Agreement.  “Floor” means the benchmark rate floor, if any, provided in this Agreement initially  (as of the execution and delivery of this Agreement, the modification, amendment or  renewal of this Agreement or otherwise) with respect to the initial Benchmark for each  currency provided for hereunder.  “Fitch” means Fitch, Inc. (or any successor).  “GAAP” has the meaning specified in Section 1.03.  “Guaranteed Obligations” has the meaning specified in Section 7.01.  





 






   Interpublic Credit Agreement   14  “Hedge Agreements” means interest rate swap, cap or collar agreements, interest  rate future or option contracts, currency swap agreements, currency future or option  contracts and other similar agreements designed to protect a Person against fluctuation in  interest rates or currency exchange rates.  For the avoidance of doubt, spot transactions  shall not constitute Hedge Agreements.  “Increase Date” has the meaning specified in Section 2.18(a).  “Increasing Lender” has the meaning specified in Section 2.18(b).  “Information” has the meaning specified in Section 9.08.  “Information Memorandum” means the information memorandum dated October  8, 2021 used by the Agent in connection with the syndication of the Revolving Credit  Commitments.  “Interest Expense” means, for any period, without duplication, (i) interest expense  (including the interest component on obligations under capitalized leases), whether paid or  accrued, on Total Debt of the Company and its Consolidated Subsidiaries net of interest  income of the Company and its Consolidated Subsidiaries and (ii) solely for purposes of  determining the interest coverage ratio pursuant to Section 5.03(a) hereof, cash dividends,  whether paid or accrued, on any preferred stock of the Company that is convertible into  common stock of the Company, in each case for such period.  The amount of Interest  Expense for any period with respect to an Acquired/Disposed Business that is acquired or  disposed of since the beginning of such period shall be increased or reduced, as the case  may be, by the amount of Interest Expense (determined using clause (i) of the preceding  sentence mutatis mutandis and determined, if applicable, on a Consolidated basis together  with any Subsidiaries or other Consolidated entities of such Acquired/Disposed Business)  for such period in respect of Total Debt (determined using the definition of Total Debt  herein mutatis mutandis and determined, if applicable, on a Consolidated basis together  with any Subsidiaries or other Consolidated entities of such Acquired/Disposed Business)  of such Acquired/Disposed Business, determined on a pro forma basis as if the acquisition  or disposition, as the case may be, had occurred on the first day of such period (it being  understood that interest expense related to Debt incurred during such period to finance the  acquisition of any such Acquired/Disposed Business shall be included in the foregoing  calculation but interest expense related to any Debt no longer outstanding or repaid or  redeemed at the time of acquisition of any such Acquired/Disposed Business shall be  excluded).  “Interest Period” means, (a) for each Term SOFR Advance comprising part of the  same Borrowing, the period commencing on the date of such Term SOFR Advance or the  date of the Conversion of any Base Rate Advance into such Term SOFR Advance and  ending one month thereafter and, thereafter, each subsequent period commencing on the  last day of the immediately preceding Interest Period and ending one month thereafter, and  (b) for each EURIBOR Advance comprising part of the same Borrowing, the period  commencing on the date of such EURIBOR Advance and ending on the last day of the  period selected by the Borrower requesting such Borrowing pursuant to the provisions  





 






   Interpublic Credit Agreement   15  below and, thereafter, each subsequent period commencing on the last day of the  immediately preceding Interest Period and ending on the last day of the period selected by  such Borrower pursuant to the provisions below.  The duration of each such Interest Period  for any EURIBOR Advance shall be one, three or six months or, subject to clause (iii) of  this definition, twelve months, as such Borrower may, upon notice received by the Agent  not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first  day of such Interest Period, select; provided, however, that:  (i) such Borrower may not select any Interest Period that ends after the  latest Termination Date;  (ii) Interest Periods commencing on the same date for EURIBOR  Advances comprising part of the same Borrowing shall be of the same duration;  (iii) in the case of any such Borrowing, the Borrowers shall not be  entitled to select an Interest Period having duration of twelve months unless, by  2:00 P.M. (New York City time) on the third Business Day prior to the first day of  such Interest Period, each Lender notifies the Agent that such Lender will be  providing funding for such Borrowing with such Interest Period (the failure of any  Lender to so respond by such time being deemed for all purposes of this Agreement  as an objection by such Lender to the requested duration of such Interest Period);  provided that, if any or all of the Lenders object to the requested duration of such  Interest Period, the duration of the Interest Period for such Borrowing shall be one,  three or six months, as specified by the Borrower requesting such Borrowing in the  applicable Notice of Borrowing as the desired alternative to an Interest Period of  twelve months;  (iv) whenever the last day of any Interest Period would otherwise occur  on a day other than a Business Day, the last day of such Interest Period shall be  extended to occur on the next succeeding Business Day, provided, however, that,  if such extension would cause the last day of such Interest Period to occur in the  next following calendar month, the last day of such Interest Period shall occur on  the next preceding Business Day; and  (v) whenever the first day of any Interest Period occurs on a day of an  initial calendar month for which there is no numerically corresponding day in the  calendar month that succeeds such initial calendar month by the number of months  equal to the number of months in such Interest Period, such Interest Period shall  end on the last Business Day of such succeeding calendar month.  “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended  from time to time, and the regulations promulgated and rulings issued thereunder.  “Issuing Bank” means JPMorgan, as the initial Issuing Bank, and any Eligible  Assignee to which a portion of the Letter of Credit Commitment hereunder has been  assigned pursuant to Section 9.07 or any other Lender (so long as such Eligible Assignee  or such Lender expressly agrees to perform in accordance with their terms all of the  





 






   Interpublic Credit Agreement   16  obligations that by the terms of this Agreement are required to be performed by it as an  Issuing Bank and notifies the Agent of its Applicable Lending Office and its Letter of  Credit Commitment (which information shall be recorded by the Agent in the Register)),  for so long as the initial Issuing Bank, Eligible Assignee or Lender, as the case may be,  shall have a Letter of Credit Commitment.  “L/C Cash Deposit Account” means an interest bearing cash deposit account to be  established and maintained by the Agent, over which the Agent shall have sole dominion  and control, upon terms as may be satisfactory to the Agent.  “L/C Related Documents” has the meaning specified in Section 2.06(b)(i).  “Lenders” means the Initial Lenders, each Issuing Bank, each Assuming Lender  that shall become a party hereto pursuant to Section 2.18 or 2.20 and each Person that shall  become a party hereto pursuant to Section 9.07.  “Letter of Credit” has the meaning specified in Section 2.01(b).  “Letter of Credit Commitment” means, with respect to each Issuing Bank, the  obligation of such Issuing Bank to issue Letters of Credit to any Borrower in (a) as of the  Restatement Date, the Dollar amount set forth opposite the Issuing Bank’s name on  Schedule I hereto under “Letter of Credit Commitment” and (b) thereafter, the Dollar  amount set forth for such Issuing Bank in the Register maintained by the Agent pursuant  to Section 9.07(c) as such Issuing Bank’s “Letter of Credit Commitment”, in each case as  such amount may be increased or reduced from time to time pursuant to the terms of this  Agreement.  “Letter of Credit Facility” means, at any time, an amount equal to the least of (a)  the aggregate amount of the Issuing Banks’ Letter of Credit Commitments at such time,  (b) $50,000,000 and (c) the aggregate amount of the Revolving Credit Commitments, as  such amount may be reduced at or prior to such time pursuant to Section 2.05.  The Letter  of Credit Facility is part of, and not in addition to, the Revolving Credit Facility.  “Leverage Ratio” means, as of the last day of each fiscal quarter of the Company,  the ratio of (i) Total Debt of the Company and its Consolidated Subsidiaries as of such date  to (ii) Consolidated EBITDA of the Company and its Consolidated Subsidiaries for the  period of four fiscal quarters then ended.  “Lien” means any lien, security interest or other charge or encumbrance of any  kind, or any other type of preferential arrangement in the nature of a security interest,  including, without limitation, the lien or retained security title of a conditional vendor.  “Loan Document” means this Agreement, the Notes, if any, and the other L/C  Related Documents.  “Material Adverse Change” means any material adverse change in the business,  financial condition or results of operations of  the Company and its Consolidated  Subsidiaries taken as a whole.  





 






   Interpublic Credit Agreement   17  “Material Adverse Effect” means a material adverse effect on (a) the business,  financial condition or results of operations of the Company and its Consolidated  Subsidiaries taken as a whole, (b) the rights and remedies of the Agent or any Lender under  this Agreement or any other Loan Document or (c) the ability of the Company to perform  its payment obligations under this Agreement or any other Loan Document.  “Material Consolidated Subsidiary” means (i) any Consolidated Subsidiary for  which the assets or revenues of such Consolidated Subsidiary and its Consolidated  Subsidiaries, taken as a whole, comprise more than 5% of the assets or revenues,  respectively, of the Company and its Consolidated Subsidiaries, taken as a whole or (ii)  any group of Consolidated Subsidiaries that do not meet the requirements of clause (i) if  the aggregate assets and revenues of all such Consolidated Subsidiaries and their  Consolidated Subsidiaries comprise more than 15% of the assets or revenues, respectively,  of the Company and its Consolidated Subsidiaries taken as a whole.  “Moody’s” means Moody’s Investors Service, Inc. (or any successor).  “Multiemployer Plan” means a multiemployer plan, as defined in  Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate is making or  accruing an obligation to make contributions, or has within any of the preceding five plan  years made or accrued an obligation to make contributions.  “Multiple Employer Plan” means a single employer plan, as defined in  Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Company or  any ERISA Affiliate and at least one Person other than the Company and the ERISA  Affiliates or (b) was so maintained and in respect of which the Company or any ERISA  Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan  has been or were to be terminated.  “Non-Consenting Lender” means any Lender that does not approve any consent,  waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders  in accordance with the terms of Section 9.01 and (ii) has been approved by the Required  Lenders.  “Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting  Lender.  “Non-Extending Lender” has the meaning specified in Section 2.20(b).  “Note” means a promissory note of any Borrower payable to the order of any  Lender, delivered pursuant to a request made under Section 2.16 in substantially the form  of Exhibit A hereto, evidencing the aggregate indebtedness of such Borrower to such  Lender resulting from the Advances made by such Lender to such Borrower.  “Notice of Borrowing” has the meaning specified in Section 2.02(a).  “Notice of Issuance” has the meaning specified in Section 2.03(a).  





 






   Interpublic Credit Agreement   18  “Other Connection Taxes” has the meaning specified in Section 2.14(a)(iii).  “Other Taxes” has the meaning specified in Section 2.14(b).  “Participation Cut-Off Date” has the meaning specified in Section 2.03(c).  “Patriot Act” means the Uniting and Strengthening America by Providing  Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107- 56, signed into law October 26, 2001.  “Payment Office” means, for any Committed Currency or Committed L/C  Currency, such office of Citibank as shall be from time to time selected by the Agent and  notified by the Agent to the Company and the Lenders.  “PBGC” means the Pension Benefit Guaranty Corporation (or any successor).  “Person” means an individual, partnership, corporation (including a business trust),  joint stock company, trust, unincorporated association, joint venture, limited liability  company or other entity, or a government or any political subdivision or agency thereof.  “Plan” means a Single Employer Plan or a Multiple Employer Plan.  “Public Debt Rating” means, as of any date, the rating that has been most recently  announced by any of S&P, Moody’s or Fitch, as the case may be, for non-credit enhanced  long-term senior unsecured debt issued by the Company.  For purposes of the foregoing,  (a) if only one of S&P, Moody’s and Fitch shall have in effect a Public Debt Rating, the  Applicable Margin and the Applicable Percentage shall be determined by reference to one  Rating Level below the available Public Debt Rating announced by such rating agency; (b)  if the ratings from S&P, Moody’s and Fitch fall within different Rating Levels, and (i) two  of the ratings are at the same Rating Level, the Applicable Margin and the Applicable  Percentage shall be determined by reference to the two ratings at the same Rating Level or  (ii) each of the three ratings fall within different Rating Levels, then the Applicable Margin  and the Applicable Percentage shall be determined by reference to the middle Rating Level,  (c) if only two of S&P, Moody’s and Fitch shall have in effect a Public Debt Rating and (i)  such ratings are at the same Rating Level, the Applicable Margin and the Applicable  Percentage shall be determined by reference to such Rating Level, (ii) such ratings are at  different Rating Levels and separated by one Rating Level, the Applicable Margin and the  Applicable Percentage shall be determined by reference to the higher of such ratings or (iii)  such ratings are at different Rating Levels and separated by more than one Rating Level,  the Applicable Margin and the Applicable Percentage shall be determined by reference to  the Rating Level that is one Rating Level higher than the lower of such ratings; (d) if none  of S&P, Moody’s or Fitch shall have in effect a Public Debt Rating, the Applicable Margin  and the Applicable Percentage will be set in accordance with Level 6 under the definition  of “Applicable Margin” or “Applicable Percentage”, as the case may be; (e) if any such  rating established by S&P, Moody’s or Fitch shall be changed, such change shall be  effective as of the date on which such change is first announced publicly by the rating  agency making such change; and (f) if S&P, Moody’s or Fitch shall change its system of  ratings designations, each reference to the Public Debt Rating announced by S&P,  





 






   Interpublic Credit Agreement   19  Moody’s or Fitch, as the case may be, shall refer to the then equivalent rating by S&P,  Moody’s or Fitch, as the case may be, that corresponds to the prior ratings designation.  “Ratable Share” of any amount means, with respect to any Lender at any time, the  product of (a) a fraction the numerator of which is the amount of such Lender’s Revolving  Credit Commitment at such time and the denominator of which is the aggregate Revolving  Credit Commitments at such time and (b) such amount.  “Rating Level” means, with respect to any rating agency, each rating subcategory  or “notch” of such rating agency , giving effect to pluses and minuses (or similar  designations).  By way of illustration, BBB+, BBB and BBB- are each separate Rating  Levels of S&P.  “Register” has the meaning specified in Section 9.07(c).  “Related Parties” means, with respect to any Person, such Person’s Affiliates and  the partners, directors, officers, employees, agents and advisors of such Person and of such  Person’s Affiliates.  “Relevant Governmental Body” means (a) with respect to a Benchmark  Replacement in respect of Dollars, the Board of Governors of the Federal Reserve System  or the Federal Reserve Bank of New York, or a committee officially endorsed or convened  by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of  New York, or any successor thereto. and (b) with respect to a Benchmark Replacement in  respect of any Committed Currency, (1) the central bank for the currency in which such  amounts are denominated hereunder or any central bank or other supervisor which is  responsible for supervising either (A) such Benchmark Replacement or (B) the  administrator of such Benchmark Replacement or (2) any working group or committee  officially endorsed or convened by (A) the central bank for the currency in which such  amounts are denominated, (B) any central bank or other supervisor that is responsible for  supervising either (i) such Benchmark Replacement or (ii) the administrator of such  Benchmark Replacement, (C) a group of those central banks or other supervisors or (D)  the Financial Stability Board or any part thereof.  “Required Lenders” means at any time Lenders owed at least a majority in interest  of the then aggregate outstanding principal amount (based on the Equivalent in Dollars at  such time) of the Advances, or, if no such principal amount is then outstanding, Lenders  having at least a majority in amount of the Revolving Credit Commitments; provided,  however, that if any Lender shall be a Defaulting Lender at such time then there shall be  excluded from the determination of Required Lenders the aggregate principal amount of  Advances and Revolving Credit Commitments of such Lender at such time.  “Resolution Authority” means an EEA Resolution Authority or, with respect to any  UK Financial Institution, a UK Resolution Authority.  “Restatement Date” has the meaning specified in Section 3.01.  





 






   Interpublic Credit Agreement   20  “Revolving Credit Commitment” means as to any Lender, the obligation of such  Lender to make Advances to any Borrower in (a) as of the Restatement Date, the Dollar  amount set forth opposite such Lender’s name on Schedule I hereto as such Lender’s  “Revolving Credit Commitment” and (b) thereafter, the Dollar amount set forth for such  Lender in the Register maintained by the Agent pursuant to Section 9.07(c), as such amount  may be increased or reduced from time to time pursuant to the terms of this Agreement.  “Revolving Credit Facility” means the aggregate amount of the Revolving Credit  Commitments.  “S&P” means S&P Global Ratings, a S&P Global Inc. business (or any successor).  “Sanctioned Country” means, at any time, a country, region or territory which is  the target of any comprehensive (but not list-based or arms-related) Sanctions.  “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions- related list of designated Persons maintained by the Office of Foreign Assets Control of  the U.S. Department of the Treasury or by the United Nations Security Council, the  European Union, any EU member state or Her Majesty’s Treasury of the United Kingdom,  (b) any Person located, operating, organized or resident in a Sanctioned Country or (c) any  Person owned or controlled by any such Person or Persons.  “Sanctions” means economic or financial sanctions or trade embargoes imposed,  administered or enforced from time to time by (a) the U.S. government, including those  administered by the Office of Foreign Assets Control of the U.S. Department of the  Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the  European Union, any EU member state or Her Majesty’s Treasury of the United Kingdom.  “Single Employer Plan” means a single employer plan, as defined in  Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Company or  any  ERISA Affiliate and no Person other than the Company and the ERISA Affiliates or  (b) was so maintained and in respect of which the Company or any ERISA Affiliate could  have liability under Section 4069 of ERISA in the event such plan has been or were to be  terminated.  “SOFR” means, with respect to any Business Day, a rate per annum equal to the  secured overnight financing rate for such Business Day published by the Federal Reserve  Bank of New York (or a successor administrator of the secured overnight financing rate)  on the website of the Federal Reserve Bank of New York, currently at  http://www.newyorkfed.org (or any successor source for the secured overnight financing  rate identified as such by the administrator of the secured overnight financing rate from  time to time).  “SONIA” means, with respect to any applicable determination date, a rate per  annum equal to the Sterling Overnight Index Average as administered by the SONIA  Administrator, published on the fifth Business Day preceding such date on the SONIA  Administrator’s Website (or such other commercially available source providing such  quotations as may be designated by the Agent from time to time); provided however that  





 






   Interpublic Credit Agreement   21  if such applicable determination date is not a Business Day, SONIA means such rate that  applied on the fifth Business Day preceding on the first Business Day immediately prior  thereto.  If by 5:00 pm (London time) on the second Business Day immediately following  any determination date SONIA in respect of such day has not been published on the SONIA  Administrator’s Website and a Benchmark Transition Event with respect to SONIA has  not occurred, then SONIA will be as published in respect of the first preceding Business  Day for which SONIA was published on the SONIA Administrator’s Website; provided  that SONIA determined pursuant to this sentence shall be utilized for no more than three  (3) consecutive days.  If SONIA is less than zero, such rate shall be deemed to be zero for  purposes of this Agreement.  “SONIA Administrator” means the Bank of England (or any successor  administrator of the Sterling Overnight Index Average).  “SONIA Administrator’s Website” means the Bank of England’s website, currently  at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight  Index Average identified as such by the SONIA Administrator from time to time.  “SONIA Advance” means an Advance denominated in Sterling that bears interest  as provided in Section 2.07(a)(iv).  “Special Letter of Credit” has the meaning specified in Section 2.01(b).  “Specified Acquisition” means one or more acquisitions of assets, equity interests,  entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of  not less than $200,000,000 (it being understood that such consideration shall be determined  based on the payment made at the time of the transaction, without regard to any subsequent  or earnout payments).  “Sterling” means the lawful currency of the United Kingdom of Great Britain and  Northern Ireland.  “Subsidiary” of any Person means any corporation, partnership, joint venture,  limited liability company, trust or estate (whether or not existing as at the date hereof) of  which (or in which) more than 50% of (a) the issued and outstanding capital stock having  ordinary voting power to elect a majority of the Board of Directors of such corporation  (irrespective of whether at the time capital stock of any other class or classes of such  corporation shall or might have voting power upon the occurrence of any contingency),  (b) the interest in the capital or profits of such limited liability company, partnership or  joint venture or (c) the beneficial interest in such trust or estate is at the time directly or  indirectly owned or controlled by such Person, by such Person and one or more of its other  Subsidiaries or by one or more of such Person’s other Subsidiaries.  “Taxes” has the meaning specified in Section 2.14(a).  “Term SOFR” means,  





 






   Interpublic Credit Agreement   22  (a) for any calculation with respect to a Term SOFR Advance, the Term SOFR  Reference Rate for a tenor comparable to the applicable Interest Period on the day (such  day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government  Securities Business Days prior to the first day of such Interest Period, as such rate is  published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m.  (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR  Reference Rate for the applicable tenor has not been published by the Term SOFR  Administrator and a Benchmark Replacement Date with respect to the Term SOFR  Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate  for such tenor as published by the Term SOFR Administrator on the first preceding U.S.  Government Securities Business Day for which such Term SOFR Reference Rate for such  tenor was published by the Term SOFR Administrator so long as such first preceding U.S.  Government Securities Business Day is not more than three (3) U.S. Government  Securities Business Days prior to such Periodic Term SOFR Determination Day, and  (b) for any calculation with respect to a Base Rate Advance on any day, the  Term SOFR Reference Rate for a tenor of one month on the day (such day, the “ABR Term  SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days  prior to such day, as such rate is published by the Term SOFR Administrator; provided,  however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR  Determination Day the Term SOFR Reference Rate for the applicable tenor has not been  published by the Term SOFR Administrator and a Benchmark Replacement Date with  respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the  Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator  on the first preceding U.S. Government Securities Business Day for which such Term  SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so  long as such first preceding U.S. Government Securities Business Day is not more than  three (3) U.S. Government Securities Business Days prior to such ABR SOFR  Determination Day;  provided, further, that if Term SOFR determined as provided above (including  pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than zero,  then Term SOFR shall be deemed to be zero.  “Term SOFR Administrator” means the CME Group Benchmark Administration  Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected  by the Agent in its reasonable discretion).  “Term SOFR Advance” means an Advance denominated in Dollars that bears  interest as provided in Section 2.07(a)(ii).  “Term SOFR Reference Rate” means the rate per annum determined by the Agent  as the forward-looking term rate based on SOFR.  “Termination Date” means the earlier of (a) November 1, 2026, subject to the  extension thereof pursuant to Section 2.20 and (b) the date of termination in whole of the  Commitments pursuant to Section 2.05 or 6.01; provided, however, that if such is not a  





 






   Interpublic Credit Agreement   23  Business Day, the “Termination Date” shall be the next succeeding Business Day, and such  extension of time shall in such case be included in the computation of payment of interest,  fee or commission, as the case may be; provided, further, that the Termination Date of any  Lender that is a Non-Extending Lender to any requested extension pursuant to Section 2.20  shall be the Termination Date in effect immediately prior to the applicable Anniversary  Date for all purposes of this Agreement.  “Total Debt” means, without duplication, the aggregate principal amount of Debt  for money borrowed (including unreimbursed drawings under letters of credit) or any  capitalized lease obligation, any obligation under a purchase money mortgage, conditional  sale or other title retention agreement or any obligation under notes payable or drafts  accepted representing extensions of credit, but shall not include any Debt in respect of  Hedge Agreements.  “Trade Date” has the meaning specified in Section 9.07(b)(i)(B).  “Type”, as to Advances, means Base Rate Advances, Term SOFR Advances,  EURIBOR Advances or SONIA Advances.  “UK Financial Institution” means any BRRD Undertaking (as such term is defined  under the PRA Rulebook (as amended from time to time) promulgated by the United  Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the  FCA Handbook (as amended from time to time) promulgated by the United Kingdom  Financial Conduct Authority, which includes certain credit institutions and investment  firms, and certain affiliates of such credit institutions or investment firms.  “UK Resolution Authority” means the Bank of England or any other public  administrative authority having responsibility for the resolution of any UK Financial  Institution.  “Unadjusted Benchmark Replacement” means the applicable Benchmark  Replacement excluding the related Benchmark Replacement Adjustment.  “Unissued Letter of Credit Commitment” means, with respect to any Issuing Bank,  the obligation of such Issuing Bank to issue Letters of Credit to any Borrower in an amount  (converting all non-Dollar amounts into the then Dollar Equivalent thereof) equal to the  excess of (a) the amount of its Letter of Credit Commitment over (b) the aggregate  Available Amount of all Letters of Credit issued by such Issuing Bank.  “Unused Commitment” means, with respect to each Lender at any time, (a) the  amount of such Lender’s Revolving Credit Commitment at such time minus (b) the sum of  (i) the aggregate principal amount of all Advances (based in respect of any Advances  denominated in a Committed Currency or the Equivalent in Dollars at such time) made by  such Lender (in its capacity as a Lender) and outstanding at such time, plus (ii) such  Lender’s Ratable Share of the aggregate Available Amount of all the Letters of Credit  outstanding at such time.  





 






   Interpublic Credit Agreement   24  “U.S. Government Securities Business Day” means any day except for (a) a  Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets  Association recommends that the fixed income departments of its members be closed for  the entire day for purposes of trading in United States government securities.  “Voting Stock” means capital stock issued by a corporation, or equivalent interests  in any other Person, the holders of which are ordinarily, in the absence of contingencies,  entitled to vote for the election of directors (or persons performing similar functions) of  such Person, even if the right so to vote has been suspended by the happening of such a  contingency.  “Write-Down and Conversion Powers” means, (a) with respect to any EEA  Resolution Authority, the write-down and conversion powers of such EEA Resolution  Authority from time to time under the Bail-In Legislation for the applicable EEA Member  Country, which write-down and conversion powers are described in the EU Bail-In  Legislation Schedule, and (b) with respect to the United Kingdom,  any powers of the  applicable Resolution Authority  under the Bail-In Legislation to cancel, reduce, modify or  change the form of a liability of any UK Financial Institution  or any contract or instrument  under which that liability arises, to convert all or part of that liability into shares, securities  or obligations of that Person or any other Person, to provide that any such contract or  instrument is to have effect as if a right had been exercised under it or to suspend any  obligation in respect of that liability or any of the powers under that Bail-In Legislation  that are related to or ancillary to any of those powers.  SECTION 1.02 Computation of Time Periods.  In this Agreement in the  computation of periods of time from a specified date to a later specified date, the word “from”  means “from and including” and the words “to” and “until” each mean “to but excluding”.  SECTION 1.03 Accounting Terms.  Except as expressly provided herein, all  terms of an accounting nature shall be construed in accordance with generally accepted accounting  principles in the United States of America, as in effect from time to time (“GAAP”); provided that,  if the Company or the Required Lenders notify the Agent that the Company or the Required  Lenders, as applicable, request an amendment to any provision hereof to eliminate the effect of  any change occurring after the Restatement Date in GAAP or in the application thereof on the  operation of such provision, regardless of whether any such notice is given before or after such  change in GAAP or in the application thereof, then such provision shall be interpreted on the basis  of GAAP as in effect and applied immediately before such change shall have become effective  until such notice shall have been withdrawn or such provision amended in accordance herewith.   Notwithstanding any other provision contained herein, all terms of an accounting or financial  nature used herein shall be construed, and all computations of amounts and ratios referred to herein  shall be made (i) without giving effect to any election under Accounting Standards Codification  825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard  having a similar result or effect) to value any indebtedness or other liabilities of the Company or  any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of  indebtedness under Accounting Standards Codification 825 (or any other Accounting Standards  Codification or Financial Accounting Standard having a similar result or effect) to value any such  indebtedness in a reduced manner as described therein, and such indebtedness shall at all times be  





 






   Interpublic Credit Agreement   25  valued at the full stated principal amount thereof.  For the avoidance of doubt, all liabilities related  to operating leases, as defined by FASB ASC 842 (or any successor provision), are excluded from  the definition of Debt and payments related to operating leases are not included in Interest Expense  in part or in whole.  SECTION 1.04 Divisions.  For all purposes under the Loan Documents, in  connection with any division or plan of division under Delaware law (or any comparable event  under a different jurisdiction’s laws):  (a) if any asset, right, obligation or liability of any Person  becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to  have been transferred from the original Person to the subsequent Person, and (b) if any new Person  comes into existence, such new Person shall be deemed to have been organized on the first date of  its existence by the holders of its Equity Interests at such time.  SECTION 1.05 Rates.  The Agent does not warrant or accept responsibility for,  and shall not have any liability with respect to (a) the continuation of, administration of,  submission of, calculation of or any other matter related to Term SOFR Reference Rate, Term  SOFR, EURIBOR, SONIA, or any component definition thereof or rates referred to in the  definition thereof, or any alternative, successor or replacement rate thereto (including any  Benchmark Replacement), including whether the composition or characteristics of any such  alternative, successor or replacement rate (including any Benchmark Replacement) will be similar  to, or produce the same value or economic equivalence of, or have the same volume or liquidity  as, the Term SOFR Reference Rate, Term SOFR, EURIBOR or SONIA or any other Benchmark  prior to its discontinuance or unavailability, (b) any actions or use of its discretion or other  decisions or determinations made with respect to any matters covered by Section 2.22 including,  without limitation, whether or not a Benchmark Transition Event has occurred, the removal or lack  thereof of unavailable or non-representative tenors, the implementation or lack thereof of any  Conforming Changes, the delivery or non-delivery of any notices required by Section 2.22(c) or  otherwise in accordance herewith, or (c) the effect, implementation or composition of any  Conforming Changes or any of the provisions of Section 2.22.  The Agent and its affiliates or other  related entities may engage in transactions that affect the calculation of the Term SOFR Reference  Rate, Term SOFR, EURIBOR or SONIA, any alternative, successor or replacement rate (including  any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner  adverse to the Borrowers.  The Agent may select information sources or services in its reasonable  discretion to ascertain the Term SOFR Reference Rate, Term SOFR, EURIBOR, SONIA or any  other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability  to any Borrower, any Lender or any other person or entity for damages of any kind, including  direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses  (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation  of any such rate (or component thereof) provided by any such information source or service.  ARTICLE II  AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT  SECTION 2.01 The Advances and Letters of Credit.    (a) Advances.  Each Lender severally agrees, on the terms and conditions  hereinafter set forth, to make Advances to any Borrower from time to time on any Business Day  





 






   Interpublic Credit Agreement   26  during the period from the Restatement Date until the Termination Date applicable to such Lender  in an aggregate amount (based in respect of any Advances to be denominated in a Committed  Currency or the Equivalent in Dollars determined on the date of delivery of the applicable Notice  of Borrowing) for all Borrowers not to exceed such Lender’s Unused Commitment.  Each  Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in  excess thereof in the case of Advances denominated in Dollars and the Equivalent of $5,000,000  or an integral multiple of $1,000,000 in excess thereof in the case of Advances denominated in  any Committed Currency (determined on the date of the applicable Notice of Borrowing) and shall  consist of Advances of the same Type and in the same currency made on the same day by the  Lenders ratably according to their respective Revolving Credit Commitments.  Within the limits  of each Lender’s Revolving Credit Commitment, any Borrower may borrow under this Section  2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).  (b) Letters of Credit.  Each Issuing Bank agrees, on the terms and conditions  hereinafter set forth, to issue letters of credit (each, a “Letter of Credit”) for the account of any  Borrower from time to time on any Business Day during the period from the Restatement Date  until 30 days before the latest Termination Date (i) in an aggregate Available Amount for all  Letters of Credit issued by all Issuing Banks not to exceed at any time the  Letter of Credit Facility  at such time, (ii) in an amount for each Issuing Bank (converting all non-Dollar amounts into the  then Dollar Equivalent thereof) not to exceed the amount of such Issuing Banks’ Letter of Credit  Commitment at such time and (iii) in an amount for each such Letter of Credit (converting all non- Dollar amounts into the then Dollar Equivalent thereof) not to exceed an amount equal to the  Unused Commitments of the Lenders having a Termination Date no earlier than the expiration  date of such Letter of Credit at such time.  Each Letter of Credit shall be in an amount of $10,000  (or the Equivalent thereof in any Committed L/C Currency) or any integral multiple of $1,000 in  excess thereof.  No Letter of Credit shall have an expiration date (including all rights of any  Borrower or the beneficiary to require renewal) later than the earlier of (x) 15 days prior to the  latest Termination Date or (y) the date that is one year after the issuance thereof; provided that any  Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall  be deemed to comply with the foregoing requirement if the applicable Issuing Bank has the  unconditional right to prevent any such automatic extension from taking place.  Notwithstanding  anything to the contrary in the preceding sentence, Letters of Credit issued by any Issuing Bank  may have expiration dates as mutually agreed upon by the Company and such Issuing Bank (any  such Letters of Credit with expiration dates after 15 days prior to the latest Termination Date,  “Special Letters of Credit”).  Within the limits referred to above, any Borrower may request the  issuance of Letters of Credit under this Section 2.01(b), repay any Advances resulting from  drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of  Credit under this Section 2.01(b).  Each letter of credit listed on Schedule 2.01(b) shall be deemed  to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter  of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter  of credit, provided that all such letters of credit shall be permitted to expire on their respective  expiration dates as in effect on the date of this Agreement (and the respective Issuing Banks are  permitted to take such steps under such letters of credit which have automatic renewal or extension  provisions to prevent such automatic renewals or extensions from occurring) and any  replacement  of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this  Agreement.  The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter  of Credit, shall include any renewal, extension or amendment thereof.  Any Issuing Bank may, in  





 






   Interpublic Credit Agreement   27  its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing  Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters  of Credit issued by such Affiliate; provided that the original Issuing Bank shall continue as the  “Issuing Bank” and shall remain liable in all respects for the performance of such Affiliate with  respect to any such Letter of Credit.  SECTION 2.02 Making the Advances.  (a)  Except as otherwise provided in  Section 2.03(a) and except with respect to Advances made pursuant to Section 2.03(c), each  Borrowing shall be made on notice, given not later than (x) 10:00 A.M. (New York City time) on  the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing  consisting of EURIBOR Advances or SONIA Advances, (y) 10:00 A.M. (New York City time)  on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing  in the case of a Borrowing consisting of Term SOFR Advances, or (z) 2:00 P.M. (New York City  time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate  Advances, by any Borrower to the Agent, which shall give to each Lender prompt notice thereof  in writing.  Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing in  substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such  Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such  Borrowing, (iv) in the case of a Borrowing consisting of EURIBOR Advances, initial Interest  Period, and (v) the currency of such Advance; provided, however, that if any such notice shall fail  to specify a currency, Dollars shall be deemed to have been specified.  Each Lender shall, before  4:00 P.M. (New York City time) on the date of each Borrowing denominated in Dollars and before  9:30 A.M (New York City time) on the date of each Borrowing denominated in a Committed  Currency, make available for the account of its Applicable Lending Office to the Agent at the  applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing.   After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth  in Article III, the Agent will make such funds available to the applicable Borrower requesting the  Borrowing at the Agent’s address referred to in Section 9.02 or, in the case of a Borrowing in a  Committed Currency, at the applicable Payment Office, as the case may be.  (b) Anything in subsection (a) above to the contrary notwithstanding, (i) no  Borrower may select EURIBOR Advances, SONIA Advances or Term SOFR Advances for any  Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 (or the Equivalent  thereof in a Committed Currency) or if the obligation of the applicable Lenders to make EURIBOR  Advances or Term SOFR Advances shall then be suspended pursuant to Section 2.08 or 2.12 and  (ii) the EURIBOR Advances and the Term SOFR Advances may not be outstanding as part of  more than twenty separate Borrowings.  (c) Each Notice of Borrowing of any Borrower shall be irrevocable and binding  on such Borrower.  In the case of any Borrowing that the related Notice of Borrowing specifies is  to be comprised of EURIBOR Advances or Term SOFR Advances, the applicable Borrower  requesting such Borrowing shall indemnify each applicable Lender against any loss, cost or  expense incurred by such Lender as a result of any failure to fulfill on or before the date specified  in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III,  including, without limitation, any loss (excluding loss of anticipated profits), cost or expense  incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such  





 






   Interpublic Credit Agreement   28  Lender to fund the Advance to be made by such Lender as part of such Borrowing when such  Advance, as a result of such failure, is not made on such date.  (d) Unless the Agent shall have received notice from an applicable Lender prior  to the time of any Borrowing, except with respect to Borrowings pursuant to Section 2.03(c), that  such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing,  the Agent may assume that such Lender has made such portion available to the Agent on the date  of such Borrowing in accordance with subsection (a) or (b) of this Section 2.02 and the Agent may,  in reliance upon such assumption, make available to the applicable Borrower proposing the  Borrowing on such date a corresponding amount.  If and to the extent that such Lender shall not  have so made such ratable portion available to the Agent, such Lender agrees to repay to the Agent  forthwith on demand such corresponding amount together with interest thereon, for each day from  the date such amount is made available to such Borrower until the date such amount is repaid to  the Agent provided, however, that if such Lender does not repay the Agent such Borrower agrees  to repay the Agent forthwith on demand such corresponding amount with interest thereon, at (i) in  the case of such Borrower, the higher of (A) the interest rate applicable at the time to the Advances  comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such  amount and (ii) in the case of such Lender, (A) the Federal Funds Rate in the case of Advances  denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount  in the case of Advances denominated in Committed Currencies.  If such Lender shall repay to the  Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance  as part of such Borrowing for purposes of this Agreement.  (e) The failure of any applicable Lender to make the Advance, except Advances  made pursuant to Section 2.03(c), to be made by it as part of any Borrowing shall not relieve any  other Lender of its obligation, if any, hereunder to make its Advance on the date of such  Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the  Advance to be made by such other Lender on the date of any Borrowing.  (f) In connection with the implementation and administration of SONIA or  Term SOFR, the Agent will have the right to make Conforming Changes from time to time and,  notwithstanding anything to the contrary herein, any amendments implementing such Conforming  Changes will become effective without any further action or consent of any other party to this  Agreement.  SECTION 2.03 Issuance of and Drawings and Reimbursement Under Letters of  Credit.    (a) Request for Issuance.  Each Letter of Credit shall be issued upon notice,  given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date  of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing  Bank may agree), by any Borrower to any Issuing Bank, and such Issuing Bank shall give the  Agent, prompt notice thereof in writing.  Each such notice of issuance of a Letter of Credit (a  “Notice of Issuance”) shall be in writing, specifying therein the requested (i) date of such issuance  (which shall be a Business Day), (ii) Available Amount and currency of such Letter of Credit,  (iii) expiration date of such Letter of Credit (which expiration date shall not be later than the earlier  of (x) 15 days prior to the latest Termination Date or (y) the date that is one year after the issuance  





 






   Interpublic Credit Agreement   29  thereof; provided that any such Letter of Credit which provides for automatic one-year extension(s)  of such expiration date shall be deemed to comply with the foregoing requirement if the applicable  Issuing Bank has the unconditional right to prevent any such automatic extension from taking place  and each Issuing Bank hereby agrees to exercise such right to prevent any such automatic extension  for each such Letter of Credit outstanding after the Termination Date; and provided, further, that  the expiration date of a Special Letter of Credit shall be determined as set forth in Section 2.01(b)),  (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of  Credit, and shall be accompanied by such customary application as such Issuing Bank may specify  to the Borrower requesting such issuance for use in connection with such requested Letter of  Credit.  If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole  discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in  Article III, make such Letter of Credit available to the Borrower requesting such issuance at its  office referred to in Section 9.02 or as otherwise agreed with such Borrower in connection with  such issuance.  In the event of any inconsistency between the terms and conditions of this  Agreement and the terms and conditions of any form of letter of credit application or other  agreement submitted by a Borrower to, or entered into by a Borrower with, the Issuing Bank  relating to any Letter of Credit, the terms and conditions of this Agreement shall control.  (b) Participations.  By the issuance of a Letter of Credit (or an amendment to a  Letter of Credit increasing the amount thereof) and without any further action on the part of the  applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each  Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to  such Lender’s Ratable Share of the Available Amount of such Letter of Credit.  Each Borrower  hereby agrees to each such participation.  In consideration and in furtherance of the foregoing,  each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of  such Issuing Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit  funded by such Issuing Bank and not reimbursed by the applicable Borrower on the date made, or  of any reimbursement payment required to be refunded to any Borrower for any reason, which  amount will be advanced, and deemed to be an Advance to such Borrower hereunder, regardless  of the satisfaction of the conditions set forth in Section 3.03.  Each Lender acknowledges and  agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters  of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever,  including any amendment, renewal or extension of any Letter of Credit or the occurrence and  continuance of a Default or reduction or termination of the Revolving Credit Commitments, and  that each such payment shall be made without any offset, abatement, withholding or reduction  whatsoever.  Each Lender further acknowledges and agrees that its participation in each Letter of  Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available  Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is  amended pursuant to an assignment in accordance with Section 9.07 or otherwise pursuant to this  Agreement.  Notwithstanding anything to the contrary in the preceding sentences of this Section  2.03(b), (i) each Lender’s obligation to acquire participations pursuant thereto with respect to any  Special Letter of Credit shall expire on the day that is 15 days prior to the Termination Date and  (ii) each Lender’s existing participation, if any, pursuant thereto with respect to any Special Letter  of Credit shall terminate on the day that is 15 days prior to the Termination Date.  (c) Drawing and Reimbursement.  The payment by an Issuing Bank of a draft  drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by  





 






   Interpublic Credit Agreement   30  any such Issuing Bank of an Advance (and shall be made whether or not the conditions set forth  in Section 3.03 have been satisfied; it being understood that no representations or warranties shall  be made or deemed made by any Borrower in connection with such drawing), which, in the case  of a Letter of Credit denominated in Dollars, shall be a Base Rate Advance, in the amount of such  draft or, in the case of a Letter of Credit denominated in any currency other than Dollars, shall be  a Base Rate Advance in the Equivalent in Dollars on the date such draft is paid.  Each Issuing  Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts  to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued  by it to the Company, the applicable Borrower (if not the Company) and the Agent.  Upon written  demand by such Issuing Bank to the Agent, with a copy of such demand to the Company, the  Agent shall make demand on each Lender and each Lender shall pay to the Agent such Lender’s  Ratable Share of such outstanding Advance, by making available for the account of its Applicable  Lending Office to the Agent for the account of such Issuing Bank, by deposit to the Agent’s  Account, in same day funds, an amount equal to the portion of the outstanding principal amount  of such Advance to be funded by such Lender.  Each Lender acknowledges and agrees that its  obligation to make Advances pursuant to this paragraph in respect of Letters of Credit is absolute  and unconditional and shall not be affected by any circumstance whatsoever, including any  amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a  Default or reduction or termination of the Revolving Credit Commitments, and that each such  payment shall be made without any offset, abatement, withholding or reduction whatsoever.   Promptly after receipt thereof, the Agent shall transfer such funds to such Issuing Bank.  Each  Lender agrees to fund its Ratable Share of any such outstanding Advance on (i) the Business Day  on which demand therefor is made by such Issuing Bank, provided that notice of such demand is  given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first  Business Day next succeeding such demand if notice of such demand is given after such time.  If  and to the extent that any Lender shall not have so made the amount of such Advance available to  the Agent, such Lender agrees to pay to the Agent forthwith on demand such amount together with  interest thereon, for each day from the date of demand by any such Issuing Bank until the date  such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of such  Issuing Bank, as applicable.  If such Lender shall pay to the Agent such amount for the account of  any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall  constitute an Advance made by such Lender on such Business Day for purposes of this Agreement,  and the outstanding principal amount of such Advance made by such Issuing Bank shall be reduced  by such amount on such Business Day.  Notwithstanding anything to the contrary in the preceding  sentences of this Section 2.03(c):  (x) each Lender’s obligation to pay its Ratable Share of any  Advances pursuant thereto in respect of any Special Letters of Credit shall expire on the day that  is 15 days prior to the Termination Date (the “Participation Cut-Off Date”); and (y) on and after  the Participation Cut-Off Date, each drawing under a Special Letter of Credit shall be deemed not  to constitute an Advance, but shall instead constitute an immediate obligation of the applicable  Borrower to reimburse the full amount of such drawing, which obligation shall be satisfied to the  extent that funds are on deposit in the special sub-account of the L/C Cash Deposit Account (as  described in Section 2.10(c)) by application of such funds in accordance with Section 2.10(c).  (d) Letter of Credit Reports.  Each Issuing Bank shall furnish (A) to the Agent  and each Lender on the first Business Day of each month a written report summarizing issuance  and expiration dates of Letters of Credit issued by such Issuing Bank during the preceding month  and drawings during such month under all Letters of Credit and (B) to the Agent and each Lender  





 






   Interpublic Credit Agreement   31  (with a copy to the Company) on the first Business Day of each calendar quarter a written report  setting forth the average daily aggregate Available Amount during the preceding calendar quarter  of all Letters of Credit issued by such Issuing Bank (including, in each case, the Dollar Equivalent  of any Letter of Credit denominated in a Committed L/C Currency).  (e) Failure to Make Advances.  The failure of any Lender to make the Advance  to be made by it on the date specified in Section 2.03(c) shall not relieve any other Lender of its  obligation hereunder to make its Advance on such date, but no Lender shall be responsible for the  failure of any other Lender to make the Advance to be made by such other Lender on such date.  SECTION 2.04 Fees.   (a) Facility Fee.  The Company agrees to pay to the Agent for the account of  each Lender a facility fee in Dollars on the aggregate amount of such Lender’s Revolving Credit  Commitment (irrespective of usage) from the Restatement Date in the case of each Initial Lender  and from the effective date specified in the Assumption Agreement or in the Assignment and  Assumption pursuant to which it became a Lender in the case of each other Lender until the  Termination Date applicable to such Lender at a rate per annum equal to the Applicable Percentage  in effect from time to time, payable in arrears quarterly on the last day of each March, June,  September and December, commencing December 31, 2021, and on the Termination Date  applicable to such Lender; provided that no Defaulting Lender shall be entitled to receive any  facility fee in respect of its Revolving Credit Commitment for any period during which that Lender  is a Defaulting Lender (and the Company shall not be required to pay such fee that otherwise  would have been required to have been paid to that Defaulting Lender), other than a facility fee,  as described above, on the aggregate principal amount of Advances funded by such Defaulting  Lender outstanding from time to time.  (b) Letter of Credit Fees.  (i) Each Borrower shall pay to the Agent for the  account of each Lender a commission in Dollars on such Lender’s Ratable Share of the average  daily aggregate Available Amount of all Letters of Credit issued at the request of such Borrower  and outstanding from time to time on or after the Restatement Date at a rate per annum equal to  the Applicable Margin for EURIBOR Advances in effect from time to time during such calendar  quarter, payable in arrears quarterly on the third Business Day after the later of (a) receipt of an  invoice for the letter of credit fees or (b) the last day of each March, June, September and  December, commencing with the quarter ended December 31, 2021, and on the Termination Date  applicable to such Lender payable upon demand; provided, that no Defaulting Lender shall be  entitled to receive any commission in respect of Letters of Credit for any period during which that  Lender is a Defaulting Lender (and the Borrowers shall not be required to pay such commission  to that Defaulting Lender but shall pay such commission as set forth in Section 2.19); provided,  further, that such commission shall be increased by 2% per annum upon the occurrence and during  the continuation of an Event of Default if the Borrowers are required to pay Default Interest  pursuant to Section 2.07(b).  (ii) Each Borrower shall pay to each Issuing Bank for its own account a  fronting fee on the aggregate Available Amount of all Letters of Credit issued by such  Issuing Bank at the request of such Borrower and outstanding from time to time during  each calendar quarter at a rate per annum equal to 0.25% payable in arrears quarterly on  





 






   Interpublic Credit Agreement   32  the third Business Day after the later of (a) receipt of an invoice for the fronting fee or (b)  the last day of each March, June, September and December, commencing with the quarter  ended December 31, 2021, and on the Termination Date applicable to such Issuing Bank  payable upon demand.  (c) Agent’s Fees.  The Company shall pay to the Agent for its own account  such fees as may from time to time be agreed between the Company and the Agent.  SECTION 2.05 Optional Termination or Reduction of the Revolving Credit  Commitments.    (a) Ratable Reduction.  The Company shall have the right, upon at least three  Business Days’ notice to the Agent, permanently to terminate in whole or to reduce ratably in part  the unused portions of the respective Revolving Credit Commitments of the Lenders, provided that  each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of  $1,000,000 in excess thereof.  (b) Non-Ratable Reduction.  The Company shall have the right, at any time,  upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to  terminate in whole such Defaulting Lender’s Revolving Credit Commitment.  Such termination  shall be effective with respect to such Defaulting Lender’s Revolving Credit Commitment on the  date set forth in such notice, provided, however, that such date shall be no earlier than three  Business Days after receipt of such notice.  Upon termination of a Lender’s Revolving Credit  Commitment under this Section 2.05(b), the Borrowers will pay all principal of, and interest  accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any  accrued facility fee payable to such Defaulting Lender pursuant to the provisions of Section  2.04(a), and all other amounts then payable to such Defaulting Lender hereunder (including, but  not limited to, any increased costs, additional interest or other amounts owing under Section 2.11,  any indemnification for Taxes under Section 2.14, and any compensation payments due as  provided in Section 9.04(c)); and upon such payments, the obligations of such Defaulting Lender  hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i)  such Defaulting Lender’s rights under Sections 2.11, 2.14 and 9.04, and its obligations under  Section 9.04(e) shall survive such release and discharge as to matters occurring prior to such date;  and (ii) no claim that the Borrowers may have against such Defaulting Lender arising out of such  Defaulting Lender’s default hereunder shall be released or impaired in any way.  Any reduction in  the aggregate amount of the Commitments of the Lenders pursuant to this Section 2.05(b) may not  be reinstated except as otherwise provided in Section 2.18; provided further, however, that if  pursuant to this Section 2.05(b), the Borrowers shall pay to a Defaulting Lender any principal of,  or interest accrued on, the Advances owing to such Defaulting Lender, then the Borrowers shall  either (x) confirm to the Agent that no Default under Section 6.01(a) or (e) or Event of Default has  occurred and is continuing or (y) pay or cause to be paid a ratable payment of principal and interest  on Advances owing to all Non-Defaulting Lenders.  SECTION 2.06 Repayment.    





 






   Interpublic Credit Agreement   33  (a) Advances.  Each Borrower shall repay to the Agent for the ratable account  of each Lender on the Termination Date applicable to such Lender the aggregate principal amount  of the Advances then outstanding to such Borrower.  (b) Letter of Credit Reimbursements.  The obligation of any Borrower under  this Agreement to repay any Advance that results from payment of a drawing under a Letter of  Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the  terms of this Agreement under all circumstances, including, without limitation, the following  circumstances (it being understood that any such payment by a Borrower is without prejudice to,  and does not constitute a waiver of, any rights such Borrower might have or might acquire as a  result of the payment by any Lender of any draft or the reimbursement by such Borrower thereof):  (i) any lack of validity or enforceability of this Agreement, any Note,  any Letter of Credit or any other agreement or instrument relating thereto (all of the  foregoing being, collectively, the “L/C Related Documents”);  (ii) any change in the time, manner or place of payment of any Letter of  Credit;  (iii) the existence of any claim, set-off, defense or other right that any  Borrower may have at any time against any beneficiary or any transferee of a Letter of  Credit (or any Persons for which any such beneficiary or any such transferee may be  acting), any Issuing Bank, the Agent, any Lender or any other Person, whether in  connection with the transactions contemplated by the L/C Related Documents or any  unrelated transaction;  (iv) any statement or any other document presented under a Letter of  Credit proving to be forged, fraudulent or invalid in any respect or any statement therein  being untrue or inaccurate in any respect;  (v) payment by any Issuing Bank under a Letter of Credit against  presentation of a draft or certificate that does not substantially comply with the terms of  such Letter of Credit;  (vi) any exchange, release or non-perfection of any collateral, or any  release or amendment or waiver of or consent to departure from any guarantee, for all or  any of the obligations of any Borrower in respect of the L/C Related Documents; or  (vii) any other circumstance or happening whatsoever, whether or not  similar to any of the foregoing that might, but for the provisions of this Section, constitute  a legal or equitable discharge of any Borrower’s obligations hereunder.  SECTION 2.07 Interest on Advances.    (a) Scheduled Interest.  Each Borrower shall pay interest on the unpaid  principal amount of each Advance made to it and owing to each Lender from the date of such  Advance until such principal amount shall be paid in full, at the following rates per annum:  





 






   Interpublic Credit Agreement   34  (i) Base Rate Advances.  During such periods as such Advance is a  Base Rate Advance, a rate per annum equal at all times to the sum of (x) the Base Rate in  effect from time to time plus (y) the Applicable Margin in effect from time to time, payable  in arrears quarterly on the last day of each March, June, September and December during  such periods and on the date such Base Rate Advance shall be Converted or paid in full.  (ii) Term SOFR Advances.  During such periods as such Advance is a  Term SOFR Advance, a rate per annum equal at all times during each Interest Period for  such Advance to the sum of (x) Term SOFR for such Interest Period for such Advance plus  (y) the Applicable Margin in effect from time to time, payable in arrears on the last day of  such Interest Period and on the date such Term SOFR Advance shall be Converted or paid  in full.  (iii) EURIBOR Advances.  During such periods as such Advance is a  EURIBOR Advance, a rate per annum equal at all times during each Interest Period for  such Advance to the sum of (x) EURIBOR for such Interest Period for such Advance plus  (y) the Applicable Margin in effect from time to time, payable in arrears on the last day of  such Interest Period and, if such Interest Period has a duration of more than three months,  on each day that occurs during such Interest Period every three months from the first day  of such Interest Period and on the date such EURIBOR Advance shall be paid in full.  (iv) SONIA Advances.  During such periods as such Advance is a  SONIA Advance, a rate per annum equal at all times to the sum of (x) SONIA in effect  from time to time plus (y) the Applicable Margin in effect from time to time, payable in  arrears on each date that is on the numerically corresponding day in each calendar month  that is one month after the Borrowing of such Advance; provided that, as to any such  Advance, (i) if any such date would be a day other than a Business Day, such date shall be  extended to the next succeeding Business Day unless such next succeeding Business Day  would fall in the next calendar month, in which case such date shall be the next preceding  Business Day and (ii) with respect to any Borrowing that occurs on the last Business Day  of a calendar month (or on a day for which there is no numerically corresponding day in  any applicable calendar month) shall be the last Business Day of any such succeeding  applicable calendar month, and on the date such SONIA Advance shall be  paid in full.  (b) Default Interest.  Upon the occurrence and during the continuance of an  Event of Default under Section 6.01(a), the Agent may, and upon the request of the Required  Lenders shall, require the Borrowers to pay interest (“Default Interest”) on (i) the unpaid principal  amount of each Advance owing to each Lender, payable in arrears on the dates referred to in  clause (a)(i), (a)(ii), (a)(iii) or (a)(iv) above, at a rate per annum equal at all times to 2% per annum  (in addition to the interest required to be paid on such Advance pursuant to clause (a)(i), (a)(ii),  (a)(iii) or (a)(iv) above) and (ii) to the fullest extent permitted by law, the amount of any interest,  fee or other amount payable hereunder that is not paid when due, from the date such amount shall  be due until such amount shall be paid in full, payable in arrears on the date such amount shall be  paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate  per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above; provided,  however, that following acceleration of the Advances pursuant to Section 6.01, Default Interest  shall accrue and be payable hereunder whether or not previously required by the Agent.  





 






   Interpublic Credit Agreement   35  SECTION 2.08 Interest Rate Determination.  (a) The Agent shall give prompt  notice to the Company and the Lenders of the applicable interest rate determined by the Agent for  purposes of Section 2.07(a)(i), (ii), (iii) or (iv).  (b) If the Required Lenders notify the Agent that (i) with respect to any  EURIBOR Advances, they are unable to obtain matching deposits in the applicable inter-bank  market at or about 11:00 A.M. (Brussels time) on the second Business Day before the making of  a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing  during its Interest Period, (ii) with respect to any EURIBOR Advances or Term SOFR Advances,  EURIBOR or Term SOFR for any Interest Period for such Advances will not adequately reflect  the cost to such Required Lenders of making, funding or maintaining their respective EURIBOR  Advances or Term SOFR Advances for such Interest Period or (iii) with respect to any SONIA  Advances, SONIA will not adequately reflect the cost to such Required Lenders of making,  funding or maintaining their respective SONIA Advances, the Agent shall forthwith so notify the  Company and the Lenders, whereupon (A) the Borrower of such EURIBOR Advances or Term  SOFR Advances will, on the last day of the then existing Interest Period therefor, (1) in the case  of Term SOFR Advances, either (x) prepay such Advances or (y) Convert such Advances into  Base Rate Advances and (2) in the case of EURIBOR Advances, either (x) prepay such Advances  or (y) Convert such Advances into Base Rate Advances in the Equivalent amount of Dollars, (B)  the Borrower of such SONIA Advances will, immediately after receipt of such notice, either  (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances in the  Equivalent amount of Dollars, and (B) the obligation of the Lenders to make Term SOFR  Advances, EURIBOR Advances or SONIA Advances, as applicable, or to Convert Base Rate  Advances into Term SOFR Advances, shall be suspended until the Agent shall notify the Company  and the Lenders that the circumstances causing such suspension no longer exist.  (c) If any Borrower shall fail to select the duration of any Interest Period for  any EURIBOR Advances in accordance with the provisions contained in the definition of “Interest  Period” in Section 1.01, the Agent will forthwith so notify such Borrower and the Lenders and  such Advances will automatically, on the last day of the then existing Interest Period therefor,  Convert into Base Rate Advances in the Equivalent amount of Dollars.  (d) On the date on which the aggregate unpaid principal amount of Term SOFR  Advances, SONIA Advances or EURIBOR Advances comprising any Borrowing shall be reduced,  by payment or prepayment or otherwise, to less than $10,000,000 (or the Equivalent thereof in any  Committed Currency), such Advances shall automatically (i) in the case of Term SOFR Advances,  Convert into Base Rate Advances and (ii) in the case of EURIBOR Advances or SONIA  Advances, Convert into Base Rate Advances in the Equivalent amount of Dollars.  (e) Upon the occurrence and during the continuance of any Event of Default  under Section 6.01(a), (i) (A) each EURIBOR Advance and each SONIA Advance will  automatically, on the last day of the then existing Interest Period for each EURIBOR Advance or  immediately, in the case of each SONIA Advance, be Converted into a Base Rate Advance in the  Equivalent amount of Dollars, (B) each Term SOFR Advance will automatically, on the last day  of the then existing Interest Period therefor, be Converted into a Base Rate Advance and (C) if  such Advance is denominated in any Committed Currency, be Converted into a Base Rate Advance  in the Equivalent amount of Dollars and (ii) the obligation of the Lenders to make, or to Convert  





 






   Interpublic Credit Agreement   36  Advances into, EURIBOR Advances, SONIA Advances or Term SOFR Advances shall be  suspended.  (f) If any of the sources used to determine an interest rate hereunder (including,  without limitation, any of the screen pages specified herein or any of the substitute or successor  pages thereto) is unavailable,  (i) the Agent shall forthwith notify the Company and the Lenders that  the interest rate cannot be determined for the applicable Advances,  (ii) each such Advance will automatically, on the last day of the then  existing Interest Period therefor (in the case of Term SOFR or EURIBOR Advances) or  immediately (in the case of SONIA Advances), be prepaid by the applicable Borrower or  be automatically Converted into a Base Rate Advance in the Equivalent amount of Dollars,  and  (iii) the obligation of the Lenders to make such Advances shall be  suspended until the Agent shall notify the Company and the Lenders that the circumstances  causing such suspension no longer exist.  SECTION 2.09 Optional Conversion of Advances.  The Borrower of any Term  SOFR Advance or Base Rate Advance may on any Business Day, upon notice given to the Agent  not later than 11:00 A.M. (New York City time) on the third U.S. Government Securities Business  Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.08  and 2.12, Convert all or any part of such Term SOFR Advances or Base Rate Advances comprising  the same Borrowing into Base Rate Advances or Term SOFR Advances, as the case may be;  provided, however, that any Conversion of Term SOFR Advances into Base Rate Advances shall  be made only on the last day of an Interest Period for such Term SOFR Advances, any Conversion  of Base Rate Advances into Term SOFR Advances shall be in an amount not less than the  minimum amount specified in Section 2.02(b) and no Conversion of any such Advances shall  result in more separate Borrowings than permitted under Section 2.02(b).  Each such notice of a  Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion,  and (ii) the Dollar denominated Advances to be Converted.  Each notice of Conversion shall be  irrevocable and binding on the Borrower giving such notice.  SECTION 2.10 Prepayments of Advances.    (a) Optional.  Each Borrower may, upon notice at least two U.S. Government  Securities Business Days prior to the date of such prepayment, in the case of Term SOFR  Advances, upon notice at least two Business Days prior to the date of such prepayment, in the case  of EURIBOR Advances or SONIA Advances, and not later than 11:00 A.M. (New York City time)  on the date of such prepayment, in the case of Base Rate Advances, to the Agent stating the  proposed date and aggregate principal amount of the prepayment, and if such notice is given such  Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the  same Borrowing in whole or ratably in part, together with accrued interest to the date of such  prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment  shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in  





 






   Interpublic Credit Agreement   37  excess thereof in the case of Advances denominated in Dollars and the Equivalent of $5,000,000  or an integral multiple of $1,000,000 in excess thereof in the case of Advances denominated in  any Committed Currencies (determined on the date notice of prepayment is given) and (y) in the  event of any such prepayment of a EURIBOR Advance or a Term SOFR Advance, such Borrower  shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(c).  (b) Mandatory Prepayments.  (i) If the Agent notifies the Company on the  second Business Day prior to any interest payment date that the sum of (A) the aggregate principal  amount of all Advances denominated in Dollars plus the Available Amount of Letters of Credit  denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (both (A) and (B)  determined on the third Business Day prior to such interest payment date) of the aggregate  principal amount of all Advances denominated in Committed Currencies plus the Available  Amount of all Letters of Credit denominated in Committed L/C Currencies then outstanding  exceeds 105% of the aggregate Revolving Credit Commitments of the Lenders on such date, the  Borrowers shall, within two Business Days after receipt of such notice, prepay the outstanding  principal amount of any Advances owing by the Borrowers in an aggregate amount sufficient to  reduce such sum after such payment to an amount not to exceed 100% of the aggregate Revolving  Credit Commitments of the Lenders.  The Agent shall provide such notice to the Company at the  request of any Lender.  (ii) Each prepayment made pursuant to this Section 2.10(b) shall be  made together with any interest accrued to the date of such prepayment on the principal  amounts prepaid and, in the case of any prepayment of a EURIBOR Advance or a Term  SOFR Advance on a date other than the last day of an Interest Period or at its maturity, any  additional amounts which the Borrowers shall be obligated to reimburse to the Lenders in  respect thereof pursuant to Section 9.04(c).  The Agent shall give prompt notice of any  prepayment required under this Section 2.10(b) to the Company and the Lenders.  (c) Letters of Credit.  (i) The Company shall, on the day that is 15 days prior to  the Termination Date, pay to the Agent for deposit in the regular sub-account of the L/C Cash  Deposit Account an amount sufficient to cause the aggregate amount on deposit in the regular sub- account of the L/C Cash Deposit Account to equal the sum of (a) 105% of the Dollar Equivalent  of the aggregate Available Amount of all Letters of Credit, other than Special Letters of Credit,  then outstanding denominated in any Committed L/C Currency other than Dollars and (b) 100%  of the aggregate Available Amount of all Letters of Credit, other than Special Letters of Credit,  then outstanding denominated in Dollars.  Upon the drawing of any such Letter of Credit, to the  extent funds are on deposit in the regular sub-account of the L/C Cash Deposit Account, such funds  shall be applied to reimburse the applicable Issuing Banks to the extent permitted by applicable  law, and if so applied, then such reimbursement shall be deemed a repayment of the corresponding  Advance in respect of such Letter of Credit.  After all such Letters of Credit shall have expired or  been fully drawn upon and all other obligations of the Borrowers thereunder shall have been paid  in full, the balance, if any, in such regular sub-account of the L/C Cash Deposit Account in respect  of such Letters of Credit shall be promptly returned to the Company.  (ii) The Company shall, on the day that is 105 days prior to the  Termination Date, pay to the Agent for deposit in the special sub-account of the L/C Cash  Deposit Account established for each Issuing Bank that has issued an outstanding Special  





 






   Interpublic Credit Agreement   38  Letter of Credit (against which such Issuing Bank and its Affiliates shall have rights of  setoff with respect to any obligations, whether matured or contingent, in respect of Special  Letters of Credit issued by such Issuing Bank) an amount sufficient to cause the aggregate  amount, denominated in the same currency or currencies in which the respective Special  Letters of Credit then outstanding are denominated, on deposit in such special sub-account  of the L/C Cash Deposit Account to equal 100% of the aggregate Available Amount of all  Special Letters of Credit issued by such Issuing Bank then outstanding.  Upon the drawing  of any Special Letter of Credit, to the extent funds are on deposit in the applicable special  sub-account of the L/C Cash Deposit Account in respect of such Special Letter of Credit,  such funds shall be applied (prior to the application of any other funds) to reimburse the  Issuing Bank of such Letter of Credit to the extent permitted by applicable law, and if so  applied, then such reimbursement shall be deemed a repayment of the corresponding  Advance in respect of such Letter of Credit.  After all Special Letters of Credit shall have  expired or been fully drawn upon and all other obligations of the Borrowers thereunder  shall have been paid in full, the balance, if any, in such special sub-account of the L/C Cash  Deposit Account in respect of Special Letters of Credit shall be promptly returned to the  Company.  SECTION 2.11 Increased Costs.  (a) If, due to either (i) the introduction of or  any change in or in the interpretation of any law or regulation after the date hereof or (ii) the  compliance with any guideline or request issued after the date hereof by any central bank or other  governmental authority including, without limitation, any agency of the European Union or similar  monetary or multinational authority (whether or not having the force of law), there shall be any  increase in the cost to any Lender of agreeing to make or making, continuing, converting to,  funding or maintaining Advances or agreeing to issue or of issuing or maintaining or participating  in Letters of Credit (excluding for purposes of this Section 2.11 any  such increased costs resulting  from (i) Indemnified Taxes or Other Taxes (as to which Section 2.14 shall govern) or Taxes  described in Section 2.14(a)(iv) through (vii) and (ii) Other Connection Taxes that are imposed on  or measured by net income (however denominated) or that are franchise Taxes or branch profits  Taxes), then the Company shall from time to time, within 10 days of demand by such Lender (with  a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional  amounts sufficient to compensate such Lender for such increased cost.  A certificate as to the  amount of such increased cost, submitted to the Company and the Agent by such Lender, shall  constitute prima facie evidence of such amounts.  (b) If any Lender determines that due to the introduction of or any change in or  in the interpretation of any law or regulation or any guideline or request from any central bank or  other governmental authority (whether or not having the force of law) after the date hereof, taking  into consideration the policies of such Lender and any corporation controlling such Lender with  respect to capital adequacy or liquidity requirements, increases or would increase the amount of  capital or liquidity required or expected to be maintained by such Lender or any corporation  controlling such Lender and that the amount of such increase is based upon the existence of such  Lender’s commitment to lend or to issue or participate in Letters of Credit hereunder and other  commitments of this type and the effect of such increase is to reduce the rate of return on such  Lender’s capital or on the capital of the corporation controlling such Lender, then, upon demand  by such Lender (with a copy of such demand to the Agent), the Company shall pay within 10 days  of such demand to the Agent for the account of such Lender, from time to time as specified by  





 






   Interpublic Credit Agreement   39  such Lender, additional amounts sufficient to compensate such Lender or such corporation in the  light of such circumstances, to the extent that such Lender reasonably determines such increase in  capital or liquidity to be allocable to the existence of such Lender’s commitment to lend or to issue  or participate in Letters of Credit hereunder.  A certificate as to such amounts submitted to the  Company and the Agent by such Lender shall constitute prima facie evidence of such amounts.  (c) If any governmental authority of the jurisdiction of any Committed  Currency or Committed L/C Currency (or any other jurisdiction in which the funding operations  of any Lender shall be conducted with respect to such Committed Currency or Committed L/C  Currency) shall introduce or increase any reserve, liquid asset or similar requirement after the date  hereof with respect to any category of deposits or liabilities customarily used to fund loans in such  Committed Currency or Committed L/C Currency, or by reference to which interest rates  applicable to loans in such Committed Currency or Committed L/C Currency are determined, and  the result of such requirement shall be to increase the cost to such Lender of making or maintaining  any Advance denominated in a Committed Currency, and such Lender shall deliver to the relevant  Borrowers a notice requesting compensation under this paragraph, then the relevant Borrowers  will pay to such Lender within 10 days after each date on which interest is paid pursuant to Section  2.07 with respect to each affected Advance denominated in a Committed Currency, an amount that  will compensate such Lender for such additional cost.  A certificate in reasonable detail as to the  amount of such increased cost, submitted to the Company and the Agent by such Lender shall  constitute prima facie evidence of such amounts.  (d) For the avoidance of doubt, for purposes of this Section 2.11, any changes  resulting from requests, rules, guidelines or directives (x) issued by any governmental authority in  connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act or (y)  promulgated by the Bank for International Settlements, the Basel Committee on Banking  Supervision (or any successor or similar authority) or United States or foreign regulatory  authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued,  shall be subject to subsections (a), (b) and (c) above provided that the Lender making any claim  under any such subsection shall have given the Company at least 30 days prior notice of such  change(s).  (e) Notwithstanding any other provision of this Section, no Lender shall  demand compensation for any increased cost or reduction pursuant to this Section if it shall not at  the time be the general policy or practice of such Lender to demand such compensation in similar  circumstances under comparable provisions of other credit agreements.  SECTION 2.12 Illegality.  Notwithstanding any other provision of this  Agreement, if any Lender shall notify the Agent that the introduction of or any change in or in the  interpretation of any law or regulation after the date hereof makes it unlawful, or any central bank  or other governmental authority asserts after the date hereof that it is unlawful, for such Lender or  its Applicable Lending Office to perform its obligations hereunder to make Term SOFR Advances,  SONIA Advances or EURIBOR Advances or to fund or maintain Term SOFR Advances, SONIA  Advances or EURIBOR Advances hereunder, (a) each Term SOFR Advance funded by such  Lender will automatically, upon such demand, be Converted into a Base Rate Advance, (b) each  EURIBOR Advance and each SONIA Advance will automatically, upon such demand, be  Converted into a Base Rate Advance in the Equivalent amount of Dollars and (c) the obligation of  





 






   Interpublic Credit Agreement   40  such Lender to make EURIBOR Advances, SONIA Advances or Term SOFR Advances or to  Convert Base Rate Advances into Term SOFR Advances shall be suspended until the Agent shall  notify the Company and the Lenders that the circumstances causing such suspension no longer  exist.  SECTION 2.13 Payments and Computations.  (a) Each Borrower shall make  each payment hereunder, except with respect to principal of, interest on, and other amounts relating  to, Advances denominated in a Committed Currency or Committed L/C Currency, not later than  12:00 noon (New York City time) on the day when due in Dollars to the Agent at the applicable  Agent’s Account in same day funds and without deduction, set off or counterclaim.  Each Borrower  shall make each payment hereunder with respect to principal of, interest on, and other amounts  relating to, Advances denominated in a Committed Currency, not later than 9:30 A.M. (at the  Payment Office for such Committed Currency) on the day when due in such Committed Currency  to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds and  without deduction, set off or counterclaim.  The Agent will promptly thereafter cause to be  distributed like funds relating to the payment of principal or interest, fees or commissions ratably  (other than amounts payable pursuant to Section 2.04(b)(ii), 2.11, 2.14 or 9.04(c)) to the Lenders  for the account of their respective Applicable Lending Offices, and like funds relating to the  payment of any other amount payable to any Lender to such Lender for the account of its  Applicable Lending Office, in each case to be applied in accordance with the terms of this  Agreement.  Upon any Assuming Lender becoming a Lender hereunder as a result of a  Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant  to Section 2.20, and upon the Agent’s receipt of such Lender’s Assumption Agreement and  recording of the information contained therein in the Register, from and after the applicable  Increase Date or Anniversary Date, as the case may be, the Agent shall make all payments  hereunder and under any Notes issued in connection therewith in respect of the interest assumed  thereby to the Assuming Lender.  Upon its acceptance of an Assignment and Assumption and  recording of the information contained therein in the Register pursuant to Section 9.07(c), from  and after the effective date specified in such Assignment and Assumption, the Agent shall make  all payments hereunder and under any Notes in respect of the interest assigned thereby to the  Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all  appropriate adjustments in such payments for periods prior to such effective date directly between  themselves.  (b) All computations of interest based on Base Rate or SONIA shall be made  by the Agent on the basis of a year of 365 or 366 days, as the case may be, all computations of  interest based on Term SOFR, EURIBOR or the Federal Funds Rate and of fees and Letter of  Credit commissions shall be made by the Agent on the basis of a year of 360 days with twelve 30- day months (or, in each case of Advances denominated in Committed Currencies where market  practice differs, in accordance with market practice), in each case for the actual number of days  (including the first day but excluding the last day) occurring in the period for which such interest,  fees or commissions are payable.  Each determination by the Agent of an interest rate hereunder  shall be conclusive and binding for all purposes, absent manifest error.  (c) Whenever any payment hereunder or under any Notes shall be stated to be  due on a day other than a Business Day, such payment shall be made on the next succeeding  Business Day, and such extension of time shall in such case be included in the computation of  





 






   Interpublic Credit Agreement   41  payment of interest, fee or commission, as the case may be; provided, however, that, if such  extension would cause payment of interest on or principal of Term SOFR Advances or EURIBOR  Advances to be made in the next following calendar month, such payment shall be made on the  next preceding Business Day.  (d) Unless the Agent shall have received notice from any Borrower prior to the  date on which any payment is due to the Lenders hereunder that such Borrower will not make such  payment in full, the Agent may assume that such Borrower has made such payment in full to the  Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed  to each Lender on such due date an amount equal to the amount then due such Lender.  If and to  the extent such Borrower shall not have so made such payment in full to the Agent, each Lender  shall repay to the Agent forthwith on demand such amount distributed to such Lender together  with interest thereon, for each day from the date such amount is distributed to such Lender until  the date such Lender repays such amount to the Agent, at (i) the Federal Funds Rate in the case of  Advances denominated in Dollars or (ii) the cost of funds incurred by the Agent in respect of such  amount in the case of Advances denominated in Committed Currencies.  (e) To the extent that the Agent receives funds for application to the amounts  owing by any Borrower under or in respect of this Agreement or any Note in currencies other than  the currency or currencies required to enable the Agent to distribute funds to the Lenders in  accordance with the terms of this Section 2.13, the Agent shall be entitled to convert or exchange  such funds into Dollars or into a Committed Currency or from Dollars to a Committed Currency  or from a Committed Currency to Dollars, as the case may be, to the extent necessary to enable  the Agent to distribute such funds in accordance with the terms of this Section 2.13; provided that  each Borrower and each of the Lenders hereby agree that the Agent shall not be liable or  responsible for any loss, cost or expense suffered by such Borrower or such Lender as a result of  any conversion or exchange of currencies effected pursuant to this Section 2.13(e) or as a result of  the failure of the Agent to effect any such conversion or exchange provided such failure was not a  result of gross negligence or willful misconduct on the part of the Agent; and provided further that  the applicable Borrower agrees to indemnify the Agent and each Lender, and hold the Agent and  each Lender harmless, but without duplication, for any and all losses, costs and expenses incurred  by the Agent or any Lender for any conversion or exchange of currencies (or the failure to convert  or exchange any currencies) in accordance with this Section 2.13(e), provided such losses, costs  and expenses were not the result of gross negligence or willful misconduct on the part of the Agent.  SECTION 2.14 Taxes.  (a) Subject to Sections 2.14(e) and 2.14(g), any and all  payments by each Borrower hereunder or under any Notes shall be made, in accordance with  Section 2.13, free and clear of and without deduction for any and all present or future taxes, levies,  imposts, deductions, charges or withholdings imposed by any governmental authority, and all  liabilities with respect thereto (“Taxes”), excluding, (i) in the case of each Lender and the Agent,  taxes imposed on its overall net income, and franchise Taxes imposed on it in lieu of net income  Taxes, by the jurisdiction under the laws of which such Lender or the Agent (as the case may be)  is organized or any political subdivision thereof, (ii) in the case of each Lender, Taxes imposed on  its overall net income, and franchise Taxes imposed on it in lieu of net income Taxes, by the  jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof, (iii)  in the case of each Lender and the Agent, Taxes imposed as a result of a present or former  connection between such Lender or the Agent and the jurisdiction imposing such Tax (other than  





 






   Interpublic Credit Agreement   42  connections arising from such Lender or the Agent having executed, delivered, become a party to,  performed its obligations under, received payments under, received or perfected a security interest  under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or  assigned an interest in any Loan Document) (such Taxes herein referred to as “Other Connection  Taxes”), (iv) in the case of any Lender, United States federal withholding Taxes imposed on  amounts payable to or for the account of such Lender with respect to an applicable interest in a  Commitment pursuant to a law in effect on the date on which (A) such Lender acquires an interest  in the Commitment (other than pursuant to an assignment request by the Company under Section  2.21) or (B) such Lender changes its lending office, except in each case to the extent that, pursuant  to this Section 2.14, amounts with respect to such Taxes were payable either to such assignor  immediately before such Lender became a party hereto or to such Lender immediately before it  changed its lending office, (v) any United States federal backup withholding Tax, (vi) any  withholding Tax imposed as a result of the failure to comply with the requirements of FATCA,  and (vii) any Tax, assessment or other governmental charge that would not have been imposed but  for a failure by each Lender or the Agent, or any other legal or beneficial holder or any foreign  financial institution through which payments on the Borrowings under this Agreement are made  to comply with any applicable certification, documentation, information or other reporting  requirement concerning the nationality, residence, identity, direct or indirect ownership of or  investment in, or connection with the United States of America of the applicable Lender, the Agent,  or any other legal or beneficial holder or any foreign financial institution through which payments  on the Borrowings under this Agreement are made if such compliance is required by statute or  regulation of the United States as a precondition to relief or exemption from such Tax, assessment  or other governmental charge (all such excluded Taxes referred to as “Excluded Taxes” and all  such non-excluded Taxes, levies, imposts, deductions, charges, withholdings and liabilities in  respect of payments hereunder or under any Notes being hereinafter referred to as “Indemnified  Taxes”).  If any Borrower shall be required by law to deduct any Taxes from or in respect of any  sum payable hereunder or under any Note to any Lender or the Agent, (i) the sum payable shall be  increased as may be necessary so that after making all required deductions (including deductions  applicable to additional sums payable under this Section 2.14) such Lender or the Agent (as the  case may be) receives an amount equal to the sum it would have received had no such deductions  been made, if such Tax is an Indemnified Tax, (ii) such Borrower shall make such deductions and  (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other  authority in accordance with applicable law.  (b) In addition, the Company 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 any Notes or from the execution, delivery or registration  of, performing under, or otherwise with respect to, this Agreement or any Notes (hereinafter  referred to as “Other Taxes”).  (c) Subject to Sections 2.14(e) and 2.14(g), each Borrower shall indemnify  each Lender and the Agent for and hold it harmless against the full amount of Indemnified Taxes  or Other Taxes imposed on or paid by such Lender or the Agent (as the case may be) that the  Borrower is required to pay pursuant to this Section 2.14 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 such Lender or the Agent (as the case may be) makes written  demand therefor.  





 






   Interpublic Credit Agreement   43  (d) Within 45 days after the date of any payment of Taxes, each Borrower shall  furnish to the Agent, at its address referred to in Section 9.02, the original or a certified copy of a  receipt evidencing such payment to the extent such a receipt is issued therefor, or other written  proof of payment thereof that is reasonably satisfactory to the Agent.  In the case of any payment  hereunder or under any Notes by or on behalf of such Borrower through an account or branch  outside the United States or by or on behalf of such Borrower by a payor that is not a United States  person, if such Borrower determines that no Taxes are payable in respect thereof, such Borrower  shall furnish, or shall cause such payor to furnish, to the Agent, at such address, an opinion of  counsel acceptable to the Agent stating that such payment is exempt from Taxes.  For purposes of  this subsection (d) and subsection (e), the terms “United States” and “United States person” shall  have the meanings specified in Section 7701 of the Internal Revenue Code.  (e) (i) Each Lender organized under the laws of a jurisdiction outside the United  States, on or prior to the date of its execution and delivery of this Agreement in the case of each  Initial Lender and on the date of the Assumption Agreement or the Assignment and Assumption  pursuant to which it becomes a Lender in the case of each other Lender, and from time to time  thereafter as requested in writing by the Company (but only so long as such Lender remains  lawfully able to do so), shall provide each of the Agent and the Company with two copies of  Internal Revenue Service forms W-8BEN, W-8BEN-E or W-8ECI (or a Form W-8IMY with  supporting forms attached), as appropriate, or any successor or other form prescribed by the  Internal Revenue Service, certifying that such Lender is exempt from or entitled to a reduced rate  of United States withholding tax on payments pursuant to this Agreement or any Notes.  If any  form or document referred to in this subsection (e) requires the disclosure of information, other  than information necessary to compute the tax payable and information required on the date hereof  by Internal Revenue Service form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, that the Lender  reasonably considers to be confidential, the Lender shall give notice thereof to the Borrowers and  shall not be obligated to include in such form or document such confidential information.  (ii) If a payment made to a Lender hereunder would be subject to United  States federal withholding tax pursuant to FATCA, if such Lender were to fail to comply  with the applicable reporting requirements of FATCA, such Lender shall deliver to the  Company and the Agent, at the appropriate time any documentation reasonably requested  by the Company or the Agent as may be necessary for the Borrowers or the Agent to  comply with their obligations under FATCA and to determine whether withholding under  FATCA is required.  (f) Each Lender that is a United States person shall, on or prior to the date of  its execution and delivery of this Agreement in the case of each Initial Lender and on the date of  the Assumption Agreement or the Assignment and Assumption pursuant to which it becomes a  Lender in the case of each other Lender, and from time to time thereafter as reasonably requested  in writing by the Agent or the Company, provide each of the Agent and the Company with two  copies of Internal Revenue Service Form W-9 certifying that it is not subject to backup  withholding.  If such Internal Revenue Service Form W-9 previously delivered expires or becomes  obsolete or inaccurate in any respect, such Lender shall update such form or certification or  promptly notify the Agent and the Company in writing of its legal inability to do so.  





 






   Interpublic Credit Agreement   44  (g) For any period with respect to which a Lender has failed to provide the  Company with the appropriate form, certificate or other document described in Section 2.14(e)  (other than if such failure is due to a change in law, or in the interpretation or application thereof,  occurring subsequent to the date on which a form, certificate or other document originally was  required to be provided, or if such form, certificate or other document otherwise is not required  under subsection (e) above), such Lender shall not be entitled to indemnification or a gross up  under Section 2.14(a) or (c) with respect to Taxes imposed by the United States by reason of such  failure, including any United States federal withholding tax imposed as a result of a failure to  satisfy the applicable requirements of FATCA; provided, however, that should a Lender become  subject to Taxes because of its failure to deliver a form, certificate or other document required  hereunder, the Company shall take such steps at such Lender’s expense as the Lender shall  reasonably request to assist the Lender to recover such Taxes.  (h) Any Lender claiming any additional amounts payable pursuant to this  Section 2.14 agrees to use reasonable efforts (consistent with its internal policy and legal and  regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making  of such a change would avoid the need for, or reduce the amount of, any such additional amounts  that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise  disadvantageous to such Lender.  SECTION 2.15 Sharing of Payments, Etc.  If any Lender shall obtain any  payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise)  on account of the Advances owing to it (other than (x) as payment of an Advance made by an  Issuing Bank pursuant to the first sentence of Section 2.03(c) or (y) pursuant to Section 2.11, 2.14  or 9.04(c)) in excess of its Ratable Share of payments on account of the Advances obtained by all  the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in  the Advances owing to them as shall be necessary to cause such purchasing Lender to share the  excess payment ratably with each of them; provided, however, that if all or any portion of such  excess payment is thereafter recovered from such purchasing Lender, such purchase from each  Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price  to the extent of such recovery together with an amount equal to such Lender’s ratable share  (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total  amount so recovered from the purchasing Lender) of any interest or other amount paid or payable  by the purchasing Lender in respect of the total amount so recovered.  Each Borrower agrees that  any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may,  to the fullest extent permitted by law, exercise all its rights of payment (including the right of  set-off) with respect to such participation as fully as if such Lender were the direct creditor of such  Borrower in the amount of such participation.  SECTION 2.16 Evidence of Debt.  (a) Each Lender shall maintain in accordance  with its usual practice an account or accounts evidencing the indebtedness of each Borrower to  such Lender resulting from each Advance owing to such Lender from time to time, including the  amounts of principal and interest payable and paid to such Lender from time to time hereunder in  respect of Advances.  Each Borrower agrees that upon notice by any Lender to such Borrower  (with a copy of such notice to the Agent) to the effect that a Note is required or appropriate in  order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the  Advances owing to, or to be made by, such Lender, such Borrower shall promptly execute and  





 






   Interpublic Credit Agreement   45  deliver to such Lender a Note payable to the order of such Lender in a principal amount up to the  Revolving Credit Commitment of such Lender.  (b) The Register maintained by the Agent pursuant to Section 9.07(c) shall  include a control account, and a subsidiary account for each Lender, in which accounts (taken  together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type  of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto,  (ii) the terms of each Assumption Agreement and each Assignment and Assumption delivered to  and accepted by it, (iii) the amount of any principal or interest due and payable or to become due  and payable from each Borrower to each Lender hereunder and (iv) the amount of any sum  received by the Agent from such Borrower hereunder and each Lender’s share thereof.  (c) Entries made in good faith by the Agent in the Register pursuant to  subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a)  above, shall be prima facie evidence of the amount of principal and interest due and payable or to  become due and payable from each Borrower to, in the case of the Register, each Lender and, in  the case of such account or accounts, such Lender, under this Agreement, absent manifest error;  provided, however, that the failure of the Agent or such Lender to make an entry, or any finding  that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise  affect the obligations of any Borrower under this Agreement.  SECTION 2.17 Use of Proceeds.  The proceeds of the Advances shall be  available (and each Borrower agrees that it shall use such proceeds) solely for general corporate  purposes of the Company and its Consolidated Subsidiaries, including acquisition financing.  Each  of the Borrowers represents and covenants that no Advance or Letter of Credit, nor the proceeds  from any Advance or Letter of Credit, will be used directly or, to its knowledge, indirectly, (a) in  furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of  money, or anything else of value, to any Person in material violation of any Anti-Corruption Laws,  (b) for the purpose of funding or financing any activities, business or transaction of or with any  Sanctioned Person, or in any Sanctioned Country, except in accordance with valid and effective  licenses and permits issued by the government of the United States or otherwise in accordance  with applicable law or (c) in any manner that would result in the violation of any Sanctions  applicable to the Borrowers, or to the knowledge to the Borrowers, any other party hereto.  SECTION 2.18 Increase in the Aggregate Revolving Credit Commitments.  (a) The Company may, at any time but in any event not more than once in any calendar year prior to  the latest Termination Date, by notice to the Agent, request that the aggregate amount of the  Revolving Credit Commitments be increased by an amount of $25,000,000 or an integral multiple  of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that  is at least 90 days prior to the latest scheduled Termination Date then in effect (the “Increase Date”)  as specified in the related notice to the Agent; provided, however that (i) in no event shall the  aggregate amount of the Revolving Credit Commitments at any time be increased by more than  $250,000,000 above the aggregate amount of the Revolving Credit Commitments as of the  Restatement Date and (ii) on the related Increase Date the applicable conditions set forth in Article  III shall be satisfied.  





 






   Interpublic Credit Agreement   46  (b) The Agent shall promptly notify the Non-Defaulting Lenders and such other  Persons that satisfy the definition of Eligible Assignee as the Company may identify of a request  by the Company for a Commitment Increase, which notice shall include (i) the proposed amount  of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which  Non-Defaulting Lenders and such other Persons wishing to participate in the Commitment  Increase must commit to an increase in the amount of their respective Revolving Credit  Commitments (with respect to any proposed Commitment Increase, the “Commitment Date”).   Each Non-Defaulting Lender that is willing to participate in such requested Commitment Increase  (each an “Increasing Lender”) and each such other Person that is willing to participate in such  requested Commitment Increase (each such Eligible Assignee and each Eligible Assignee that  shall become a party hereto in accordance with Section 2.20, an “Assuming Lender”) shall, in its  sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount  by which it is willing to participate in such Commitment Increase; provided, however, that the  Revolving Credit Commitment of each such Assuming Lender shall be in an amount of  $10,000,000 or an integral multiple of $1,000,000 in excess thereof.  Promptly following each  Commitment Date, the Agent shall notify the Company as to the amount, if any, by which the  Increasing Lenders and Assuming Lenders are willing to participate in the requested Commitment  Increase.  If the Increasing Lenders and Assuming Lenders notify the Agent that they are willing  to increase the amount of their respective Revolving Credit Commitments by an aggregate amount  that exceeds the amount of the requested Commitment Increase, the requested Commitment  Increase shall be allocated among the Increasing Lenders and Assuming Lenders willing to  participate therein in such amounts as are agreed between the Company and the Agent; provided  that (x) the Company may in its discretion determine that such allocation shall be made pro rata  among the Increasing Lenders and the Assuming Lenders, based on the ratio of each such Person’s  proposed participation in the Commitment Increase to the aggregate amount of all such proposed  participations and (y) the resulting increased Revolving Credit Commitments of the Increasing  Lenders and the Assuming Lenders shall be subject to the approval of each Issuing Bank (which  approvals shall not be unreasonably withheld or delayed).  The Agent shall promptly notify the  Increasing Lenders and each Assuming Lender of the results of any such allocation of the  Commitment Increase.  (c) On each Increase Date, each Assuming Lender shall become a Lender party  to this Agreement as of such Increase Date and the Revolving Credit Commitment of each  Increasing Lender for such requested Commitment Increase shall be so increased by such amount  (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of  such Increase Date; provided, however, that the Agent shall have received on or before such  Increase Date the following, each dated such date:  (i) (A) certified copies of resolutions of the Board of Directors of the  Company or the Executive Committee of such Board approving the Commitment Increase  and the corresponding modifications to this Agreement and (B) an opinion of counsel for  the Company (which may be in-house counsel), in substantially the form of Exhibit D-2  hereto;  (ii) an assumption agreement from each Assuming Lender, if any, in  substantially the form of Exhibit F hereto (each an “Assumption Agreement”), duly  executed by such Assuming Lender, the Agent and the Company; and  





 






   Interpublic Credit Agreement   47  (iii) confirmation from each Increasing Lender of the increase in the  amount of its Revolving Credit Commitment in a writing satisfactory to the Company and  the Agent.  On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding  sentence of this Section 2.18(c), the Agent shall notify the Lenders (including, without limitation,  each Assuming Lender) and the Company, on or before 1:00 P.M. (New York City time), in  writing, of the occurrence of the Commitment Increase to be effected on such Increase Date and  shall record in the Register the relevant information with respect to each Increasing Lender and  each Assuming Lender on such date.  Each Increasing Lender and each Assuming Lender shall, as  of the Increase Date, fund their respective Ratable Shares of each Borrowing then outstanding,  which funds the Agent shall distribute to the other Lenders to effect a funding of each such  Borrowing by each of the Lenders (including the Increasing Lenders and the Assuming Lenders)  ratably in accordance with their Ratable Shares after giving effect to the applicable Commitment  Increase and, if the applicable Increase Date is not the last day of an Interest Period, the Company  shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(c).  SECTION 2.19 Defaulting Lenders.  (a) If at the time a Lender becomes a Defaulting Lender, then, until such time  as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law, any  payment of principal, interest, fees or other amounts received by the Agent for the account of such  Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 6.01 or  otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 9.05 or  9.07(b)(vii) shall be applied at such time or times as may be determined by the Agent as follows:   first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder;  second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any  Issuing Bank hereunder; third, to the L/C Cash Deposit Account to cash collateralize the Issuing  Banks’ fronting exposure with respect to such Defaulting Lender with respect to Letters of Credit;  fourth, as the Company may request (so long as no Default or Event of Default exists), to the  funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion  thereof as required by this Agreement, as determined by the Agent; fifth if so determined by the  Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy  such Defaulting Lender’s potential future funding obligations with respect to Advances under this  Agreement and (y) cash collateralize the Issuing Banks’ future fronting exposure with respect to  such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, sixth,  to the payment of any amounts owing to the Lenders, the Issuing Banks as a result of any judgment  of a court of competent jurisdiction obtained by any Lender or the Issuing Banks against such  Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this  Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any  amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction  obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender's  breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as  otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a  payment of the principal amount of any Borrowing or drawing under a Letter of Credit in respect  of which such Defaulting Lender has not fully funded its appropriate share, and (y) such  Borrowings were made or the related Letters of Credit were issued at a time when the conditions  





 






   Interpublic Credit Agreement   48  set forth in Section 3.03 were satisfied or waived, such payment shall be applied solely to pay the  Borrowings of, and drawings under Letters of Credit owed to, all Non-Defaulting Lenders on a  pro rata basis prior to being applied to the payment of any Borrowings of, or any drawings under  any Letter of Credit owed to, such Defaulting Lender until such time as all Borrowings and funded  and unfunded participations in Letters of Credit are held by the Lenders pro rata in accordance  with the Revolving Credit Commitments  without giving effect to Section 2.19(b)(i), it being  understood that any payments, prepayments or other amounts paid or payable to a Defaulting  Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or paid into the L/C  Case Deposit Account pursuant to this Section 2.19(a) shall be deemed paid to and redirected by  such Defaulting Lender, and each Lender irrevocably consents hereto;  (b) If any Letters of Credit are outstanding at the time a Lender becomes a  Defaulting Lender, and the Commitments have not been terminated in accordance with Section  6.01, then:  (i) so long as no Event of Default has occurred and is continuing, all or  any part of the Available Amount of outstanding Letters of Credit (except in the case where  the applicable Issuing Bank is the Defaulting Lender) shall be reallocated among the Non- Defaulting Lenders in accordance with their respective Ratable Shares (excluding from the  determination thereof any Defaulting Lender’s Revolving Credit Commitment) but only to  the extent that the sum of (A) the aggregate principal amount of all Advances made by such  Non-Defaulting Lenders (in their capacity as Lenders) and outstanding at such time, plus  (B) such Non-Defaulting Lenders’ Ratable Shares (before giving effect to the reallocation  contemplated herein) of the Available Amount of all outstanding Letters of Credit, plus (C)  the aggregate principal amount of all Advances made by each Issuing Bank pursuant to  Section 2.03(c) that have not been ratably funded by such Non-Defaulting Lenders and  outstanding at such time, plus (D) such Defaulting Lender’s Ratable Share of the Available  Amount of such Letters of Credit, does not exceed the total of all Non-Defaulting Lenders’  Revolving Credit Commitments;  (ii) if the reallocation described in clause (i) above cannot, or can only  partially, be effected, the Borrowers and each Issuing Bank that is a Non-Defaulting Lender  shall enter into such arrangements as are reasonably satisfactory to the Borrowers and such  Issuing Bank in order (after giving effect to any partial reallocation pursuant to clause (i)  above) reasonably to mitigate the remaining risk with respect to such Defaulting Lender to  the applicable Issuing Bank for so long as such Letters of Credit are outstanding;  (iii) if the Ratable Shares of Letters of Credit of the Non-Defaulting  Lenders are reallocated pursuant to this Section 2.19(b), then the fees payable to the  Lenders pursuant to Section 2.04(b)(i) shall be adjusted in accordance with such Non- Defaulting Lenders’ Ratable Shares of Letters of Credit and, to the extent not so  reallocated, shall be allocated to the Issuing Bank or retained by the Borrowers as agreed  pursuant to clause (ii) above.  (c) So long as any Lender is a Defaulting Lender, no Issuing Bank shall be  required to issue, renew or increase any Letter of Credit unless it is reasonably satisfied that the  related exposure will be 100% covered by the Revolving Credit Commitments of the Non- 





 






   Interpublic Credit Agreement   49  Defaulting Lenders or the provisions of Section 2.19(b)(ii) have been complied with, and  participating interests in any such newly issued or increased Letter of Credit shall be allocated  among Non-Defaulting Lenders in a manner consistent with Section 2.19(b)(i) (and Defaulting  Lenders shall not participate therein).  (d) No Commitment of any Lender shall be increased or otherwise affected,  and, except as otherwise expressly provided in this Section 2.19, performance by the Borrowers  of their obligations hereunder shall not be excused or otherwise modified as a result of the  operation of this Section 2.19.  Subject to Section 9.18, no reallocation hereunder shall constitute  a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from  that Lender having become a Defaulting Lender.  The rights and remedies against a Defaulting  Lender under this Section 2.19 are in addition to any other rights and remedies which the  Borrowers, the Agent, any Issuing Bank or any Lender may have against such Defaulting Lender  (including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s  increased exposure following the reallocation described in subsection (b)(i) above).  (e) If the Company, the Agent and each Issuing Bank agree in writing that a  Lender is no longer a Defaulting Lender, and the Company has not terminated the Commitment  of such Defaulting Lender in accordance with Section 2.05(b), the Agent will so notify the parties  hereto, whereupon as of the effective date specified in such notice and subject to any conditions  set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender  will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders  or take such other actions as the Agent may determine to be necessary to cause the Loans and  funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in  accordance with the Commitments (without giving effect to Section 2.19(b)), whereupon such  Lender will cease to be a Defaulting Lender; provided that no adjustments will be made  retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while  that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise  expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender  will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s  having been a Defaulting Lender.  SECTION 2.20 Extension of Termination Date.  (a) Requests for Extension.  The Company may, not more than twice, by written  notice to the Agent (who shall promptly notify the Lenders) not earlier than 60 days and not later  than 45 days prior to any anniversary of the Restatement Date (an “Anniversary Date”), request  that each Lender extend such Lender’s Termination Date for an additional one year from the  Termination Date then in effect with respect to such Lender.  (b) Lender Elections to Extend.  Each Lender, acting in its sole and individual  discretion, shall, by written notice to the Agent given not later than the date (the “Notice Date”)  that is 15 days prior to such Anniversary Date, advise the Agent whether or not such Lender agrees  to such extension (and each Lender that determines not to so extend its Termination Date (a “Non  Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in  any event no later than the Notice Date) and any Lender that does not so advise the Agent on or  





 






   Interpublic Credit Agreement   50  before the Notice Date shall be deemed to be a Non-Extending Lender).  The election of any  Lender to agree to such extension shall not obligate any other Lender to so agree.  (c) Notification by Agent.  The Agent shall notify the Company of each  Lender’s determination under this Section no later than the date 10 days prior to the applicable  Anniversary Date (or, if such date is not a Business Day, on the preceding Business Day).  (d) Additional Commitment Lenders.  The Company shall have the right on or  before the applicable Anniversary Date to replace each Non-Extending Lender with, and add as  “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (as an Assuming  Lender) with the approval of the Agent and each Issuing Bank (which approvals shall not be  unreasonably withheld or delayed), each of which Assuming Lenders shall have entered into an  Assumption Agreement pursuant to which such Assuming Lender shall, effective as of the  applicable Anniversary Date, undertake a Commitment (and, if any such Assuming Lender is  already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder  on such date).  (e) Minimum Extension Requirement.  If (and only if) the total of the  Commitments of the Lenders that have agreed so to extend their Termination Date and the  additional Commitments of the Assuming Lenders shall be more than 50% of the aggregate  amount of the Commitments in effect immediately prior to the applicable Anniversary Date, then,  effective as of such Anniversary Date, the Termination Date of each Lender (other than a Non- Extending Lender) and of each Assuming Lender shall be extended to the date falling one year  after the Termination Date in effect for such Lenders (except that, if such date is not a Business  Day, such Termination Date as so extended shall be the preceding Business Day) and each  Assuming Lender shall thereupon become a “Lender” for all purposes of this Agreement.  (f) Conditions to Effectiveness of Extensions.  Notwithstanding the foregoing,  the extension of the Termination Date pursuant to this Section shall not be effective with respect  to any Lender unless on the applicable Anniversary Date:  (x)  no Default shall have occurred and be continuing on such date and after giving  effect to such extension; and  (y)  the representations and warranties contained in Section 4.01 of this Agreement  are correct in all material respects (or, in the case of any such representation or warranty  already qualified by materiality or Material Adverse Effect, in all respects) on and as of  such date of such extension and after giving effect to such extension, as though made on  and as of such date (or, if any such representation or warranty is expressly stated to have  been made as of a specific date, as of such specific date).  SECTION 2.21 Mitigation Obligations; Replacement of Lenders.  (a) Designation of a Different Lending Office.  If any Lender requests  compensation under Section 2.11, or requires any Borrower to pay any Indemnified Taxes or  additional amounts to any Lender or any governmental authority for the account of any Lender  pursuant to Section 2.14, then such Lender shall (at the request of the Company) use reasonable  efforts to designate a different lending office for funding or booking its Advances hereunder or to  





 






   Interpublic Credit Agreement   51  assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the  judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts  payable pursuant to Section 2.11 or 2.14, as the case may be, in the future, and (ii) would not  subject such Lender to any unreimbursed cost or expense and would not otherwise be  disadvantageous to such Lender.  The Company hereby agrees to pay all reasonable costs and  expenses incurred by any Lender in connection with any such designation or assignment.  (b) Replacement of Lenders.  If any Lender requests compensation under  Section 2.11, or if any Borrower is required to pay any Indemnified Taxes or additional amounts  to any Lender or any governmental authority for the account of any Lender pursuant to Section  2.14, or if any Lender is a Defaulting Lender, or if any Lender becomes a Non-Consenting Lender,  then the Company may, at its sole expense and effort, upon notice to such Lender and the Agent  require such Lender to assign and delegate, without recourse (in accordance with and subject to  the restrictions contained in, and consents required by, Section 9.07), all of its interests, rights  (other than its existing rights to payments pursuant to Section 2.11 or Section 2.14) and obligations  under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume  such obligations (which assignee may be another Lender, if a Lender accepts such assignment);  provided that:  (i) the Company shall have paid to the Agent the assignment fee (if any)  specified in Section 9.07;  (ii) such Lender shall have received payment of an amount equal to the  outstanding principal of its Advances and participations in L/C disbursements (if any),  accrued interest thereon, accrued fees and all other amounts payable to it hereunder and  under the other Loan Documents (including any amounts under Section 9.04(c)) from the  assignee (to the extent of such outstanding principal and accrued interest and fees) or the  Borrowers (in the case of all other amounts);  (iii) in the case of any such assignment resulting from a claim for  compensation under Section 2.11 or payments required to be made pursuant to  Section 2.14, such assignment will result in a reduction in such compensation or payments  thereafter;  (iv) in the case of any assignment resulting from a Lender becoming a  Non-Consenting Lender, the applicable assignee shall have consented to the applicable  amendment, waiver or consent; and  (v) such assignment does not conflict with applicable law.  A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a  result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require  such assignment and delegation cease to apply.  SECTION 2.22 Benchmark Replacement.  (a) Benchmark Replacement.  Notwithstanding anything to the contrary herein  or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect  





 






   Interpublic Credit Agreement   52  to any Benchmark, the Benchmark Replacement will replace such Benchmark for all purposes  hereunder and under any other Loan Document in respect of any such Benchmark setting at or  after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark  Replacement is provided to the Lenders without any amendment to, or further action or consent of  any other party to, this Agreement so long as the Agent has not received, by such time, written  notice of objection to such Benchmark Replacement from Lenders comprising the Required  Lenders.  At any time that the administrator of any then-current Benchmark has permanently or  indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the  regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to  public statement or publication of information to be no longer representative of the underlying  market and economic reality that such Benchmark is intended to measure and that  representativeness will not be restored, (i) with respect to amounts denominated in Dollars, the  Borrowers may revoke any request for a borrowing of, conversion to or continuation of Advances  to be made, converted or continued that would bear interest by reference to such Benchmark until  the Company’s receipt of notice from the Agent that a Benchmark Replacement has replaced such  Benchmark, and, failing that, the Borrowers will be deemed to have converted any such request  into a request for a borrowing of or conversion to Base Rate Advances and (ii) with respect to  amounts denominated in any currency other than Dollars, the obligation of the Lenders to make or  maintain Advances referencing such Benchmark in the affected currency shall be suspended (to  the extent of the affected amounts or Interest Periods (as applicable)) and any outstanding loans in  such currency shall immediately or, in the case of a term rate at the end of the applicable Interest  Period, be converted to Base Rate Advances in an amount equal to the Dollar Equivalent thereof.   During the period referenced in the foregoing sentence, if a component of the Base Rate is based  upon the Benchmark, such component will not be used in any determination of the Base Rate.  (b) Conforming Changes.  In connection with the implementation and  administration of any Benchmark Replacement, the Agent will have the right to make Conforming  Changes from time to time and, notwithstanding anything to the contrary herein, any amendments  implementing such Conforming Changes will become effective without any further action or  consent of any other party to this Agreement.  (c) Notices; Standards for Decisions and Determinations.  The Agent will  promptly notify the Company and the Lenders of (i) the implementation of any Benchmark  Replacement and (ii) the effectiveness of any Conforming Changes.  For the avoidance of doubt,  any notice required to be delivered by the Agent as set forth in this Section 2.22 may be provided,  at the option of the Agent (in its sole discretion), in one or more notices and may be delivered  together with, or as part of any amendment which implements any Benchmark Replacement or  Conforming Changes.  Any determination, decision or election that may be made by the Agent or,  if applicable, any Lender (or group of Lenders) pursuant to this Section, including any  determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of  an event, circumstance or date and any decision to take or refrain from taking any action, will be  conclusive and binding absent manifest error and may be made in its or their sole discretion and  without consent from any other party hereto, except, in each case, as expressly required pursuant  to this Section 2.22.  (d) Unavailability of Tenor of Benchmark.  At any time (including in  connection with the implementation of any Benchmark Replacement), (i) if any then-current  





 






   Interpublic Credit Agreement   53  Benchmark is a term rate (including Term SOFR or EURIBOR), then the Agent may remove any  tenor of such Benchmark that is unavailable or non-representative for Benchmark (including  Benchmark Replacement) settings and (ii) the Agent may reinstate any such previously removed  tenor for Benchmark (including Benchmark Replacement) settings.  ARTICLE III  CONDITIONS TO EFFECTIVENESS AND LENDING  SECTION 3.01 Conditions Precedent to Effectiveness of the Amendment and  Restatement.  This amendment and restatement of the Existing Credit Agreement (this  “Amendment and Restatement”) shall become effective on the first date (the “Restatement Date”)  on which the following conditions have been satisfied:  (a) The Agent shall have received counterparts of this Amendment and  Restatement executed by the Company and each of the Lenders or, as to any of the Lenders,  advice satisfactory to the Agent that such Lender has executed this Amendment and  Restatement.  (b) The Company shall have paid all invoiced accrued fees and expenses of the  Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the  Agent).  (c) On the Restatement Date, the following statements shall be true and the  Agent shall have received for the account of each Lender a certificate signed by a duly  authorized officer of the Company, dated the Restatement Date, stating that:  (i) The representations and warranties contained in Section 4.01 are  correct on and as of the Restatement Date, and  (ii) No event has occurred and is continuing that constitutes a Default.  (d) The Agent shall have received on or before the Restatement Date the  following, each dated the Restatement Date, in form and substance satisfactory to the Agent  and in sufficient copies for each Lender:  (i) Any Notes required by each Lender executed by the Company and  made payable to the order of such Lender pursuant to Section 2.16.  (ii) Certified copies of the resolutions of the Board of Directors or the  Finance Committee of the Board of Directors of the Company approving this  Amendment and Restatement, and of all documents evidencing other necessary  corporate action and governmental approvals, if any, with respect to this  Amendment and Restatement.  (iii) A certificate of the Secretary or an Assistant Secretary of the  Company (x) certifying the names and true signatures of the officers of the  Company authorized to sign this Agreement and the other documents to be  delivered by it hereunder, (y) including the certificate of incorporation of the  





 






   Interpublic Credit Agreement   54  Company certified by the relevant authority of the jurisdiction of organization of  the Borrower and the by-laws of the Borrower as in effect on the date on which the  resolutions referred to in clause (ii) above were adopted and (z) including a good  standing certificate for the Company from its jurisdiction of organization.  (iv) A favorable opinion of Andrew Bonzani, General Counsel of the  Company, and of Willkie Farr & Gallagher LLP, counsel for the Company,  substantially in the form of Exhibits D-2 and D-1 hereto, respectively.  (v) A favorable opinion of Shearman & Sterling LLP, counsel for the  Agent, in form and substance satisfactory to the Agent.  (e) The Company shall have notified the Agent in writing as to the proposed  Restatement Date.  (f) The Agent (and each Lender that so requests) shall have received, at least  three (3) Business Days prior to the Restatement Date, and the Agent and such Lender shall  be reasonably satisfied with, all documentation and other information about the Company  required by regulatory authorities under applicable “know your customer” and anti-money  laundering rules and regulations, including, without limitation, the Patriot Act, reasonably  requested in writing by any Lender at least ten (10) Business Days prior to the Restatement  Date.  SECTION 3.02 Initial Advance to Each Designated Subsidiary.  The obligation  of each Lender to make an initial Advance to each Designated Subsidiary is subject to the receipt  by the Agent on or before the date of such initial Advance of each of the following, in form and  substance reasonably satisfactory to the Agent and dated such date, and (except for any Notes) in  sufficient copies for each Lender:  (a) Any Notes required by each Lender executed by such Designated  Subsidiary and made payable to the order of such Lender pursuant to Section 2.16.  (b) Certified copies of the resolutions of the Board of Directors of such  Designated Subsidiary (with a certified English translation if the original thereof is not in  English) approving this Agreement and any Notes to be delivered by it, and of all  documents evidencing other necessary corporate action and governmental approvals, if  any, with respect to this Agreement.  (c) A certificate of a proper officer of such Designated Subsidiary (x) certifying  the names and true signatures of the officers of such Designated Subsidiary authorized to  sign its Designation Agreement and any Notes to be delivered by it hereunder and the other  documents to be delivered by it hereunder, (y) including the certificate of incorporation of  such Designated Subsidiary certified by the relevant authority of the jurisdiction of  organization of such Designated Subsidiary and the by-laws of such Designated Subsidiary  as in effect on the date on which the resolutions referred to in clause (b) above were adopted  and (z) including a good standing certificate for such Designated Subsidiary from its  jurisdiction of organization.  





 






   Interpublic Credit Agreement   55  (d) A certificate signed by a duly authorized officer of the Company, certifying  that such Designated Subsidiary has obtained all governmental and third party  authorizations, consents, approvals (including exchange control approvals) and licenses  required under applicable laws and regulations necessary for such Designated Subsidiary  to execute and deliver its Designation Agreement and any Notes to be delivered by it and  to perform its obligations hereunder and thereunder.  (e) A Designation Agreement duly executed by such Designated Subsidiary  and the Company.  (f) Favorable opinions of counsel (which may be in-house counsel) to such  Designated Subsidiary substantially in the forms of Exhibits D-1 and D-2 hereto,  respectively, and as to such other matters as any Lender through the Agent may reasonably  request.  (g) In the case of a Designated Subsidiary that qualifies as a “legal entity  customer” under the Beneficial Ownership Regulation, a duly executed and completed  Beneficial Ownership Certification;  (h) Such other approvals, opinions or documents as any Lender, through the  Agent, may reasonably request in order for the Agent or such Lender to carry out and be  satisfied it has complied with the results of all necessary “know your customer” or other  similar checks under all applicable laws and regulations.  SECTION 3.03 Conditions Precedent to Each Borrowing, Issuance and  Commitment Increase.  The obligation of each Lender to make an Advance (other than an advance  made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each  Borrowing, the obligations of each Issuing Bank to issue a Letter of Credit and each Commitment  Increase shall be subject to the conditions precedent that the Restatement Date shall have occurred  and on the date of such Borrowing, such issuance or the applicable Increase Date (as the case may  be) the following statements shall be true (and each of the giving of the applicable Notice of  Borrowing, Notice of Issuance or request for Commitment Increase and the acceptance by any  Borrower of the proceeds of such Borrowing, such issuance or such Increase Date shall constitute  a representation and warranty by such Borrower that on the date of such Borrowing, the date of  such issuance or such Increase Date, as the case may be, such statements are true):  (a) the representations and warranties contained in Section 4.01 (except, in the  case of Borrowings and issuances, the representations set forth in the last sentence of  subsection (e) thereof and in subsection (f)(i) thereof) and, in the case of any Borrowing  made to a Designated Subsidiary, in the Designation Agreement for such Designated  Subsidiary, are correct in all material respects (or, in the case of any such representation or  warranty already qualified by materiality or Material Adverse Effect, in all respects) on  and as of such date, before and after giving effect to such Borrowing, such issuance or such  Commitment Increase (as the case may be) and to the application by the applicable  Borrower of the proceeds therefrom, as though made on and as of such date, and  





 






   Interpublic Credit Agreement   56  (b) no event has occurred and is continuing, or would result from such  Borrowing, such issuance or such Commitment Increase (as the case may be) or from the  application by the applicable Borrower of the proceeds therefrom, that constitutes a  Default.  SECTION 3.04 Determinations Under Sections 3.01 and 3.02.  For purposes of  determining compliance with the conditions specified in Sections 3.01 and 3.02, each Lender shall  be deemed to have consented to, approved or accepted or to be satisfied with each document or  other matter required thereunder to be consented to or approved by or acceptable or satisfactory to  the Lenders unless an officer of the Agent responsible for the transactions contemplated by this  Agreement shall have received notice from such Lender prior to the date that the Company, by  notice to the Agent, designates as the proposed Restatement Date or the date of the initial Advance  to the applicable Designated Subsidiary, as the case may be, specifying its objection thereto;  provided that with respect to the date of the initial Advance to a Designated Subsidiary, any such  notice delivered by a Defaulting Lender shall be disregarded.  The Agent shall promptly notify the  Lenders of the occurrence of the Restatement Date and each date of initial Advance to a Designated  Subsidiary, as applicable.  ARTICLE IV  REPRESENTATIONS AND WARRANTIES  SECTION 4.01 Representations and Warranties of the Company.  The Company  represents and warrants as follows:  (a) The Company is a corporation duly organized, incorporated, validly  existing and in good standing under the laws of the State of Delaware, and has all corporate  powers and all material governmental licenses, authorizations, consents and approvals  required to carry on its business.  (b) The execution, delivery and performance by the Company of this  Agreement and the Notes to be delivered by it, if any, and the consummation of the  transactions contemplated hereby, are within the Company’s corporate powers, have been  duly authorized by all necessary corporate action, and do not contravene, or constitute a  default under, any provision of applicable law or regulation or of the certificate of  incorporation of the Company or of any judgment, injunction, order, decree, material  agreement or other instrument binding upon the Company or result in the creation or  imposition of any Lien on any asset of the Company or any of its Consolidated  Subsidiaries.  (c) No authorization or approval or other action by, and no notice to or filing  with, any governmental authority or regulatory body or any other third party is required for  the due execution, delivery and performance by the Company of this Agreement or the  Notes to be delivered by it, if any.  (d) This Agreement has been, and each of the Notes to be delivered by it, if any,  when delivered hereunder will have been, duly executed and delivered by the Company.   This Agreement is, and each of the Notes to be delivered by it when delivered hereunder  





 






   Interpublic Credit Agreement   57  will be, the legal, valid and binding obligation of the Company enforceable against the  Company in accordance with their respective terms, subject to applicable bankruptcy,  insolvency, reorganization, moratorium or other laws affecting the rights of creditors  generally and subject to general principles of equity.  (e) (x) The Consolidated balance sheet of the Company and its Consolidated  Subsidiaries as at December 31, 2020, and the related Consolidated statement of operations  and cash flows of the Company and its Consolidated Subsidiaries for the fiscal year then  ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public  accountants, copies of which have been furnished to each Lender, fairly present in all  material respects the Consolidated financial condition of the Company and its Consolidated  Subsidiaries as at such date and the Consolidated results of the operations and cash flows  of the Company and its Consolidated Subsidiaries for the period ended on such date, all in  accordance with generally accepted accounting principles consistently applied.  (y) The  unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries  as at September 30, 2021 and the related unaudited Consolidated statement of operations  and cash flows of the Company and its Consolidated Subsidiaries for the period  commencing at the end of the previous fiscal year and ending at September 30, 2021, copies  of which have been furnished to each Lender, fairly present in all material respects the  Consolidated financial condition of the Company and its Consolidated Subsidiaries as at  such date and the Consolidated results of the operations and cash flows of the Company  and its Consolidated Subsidiaries for the period ended on such date, all in accordance with  generally accepted accounting principles consistently applied.  (z) Since the Consolidated  balance sheet of the Company and its Consolidated Subsidiaries as at December 31, 2020,  and except as disclosed in the Company’s reports filed with the SEC since such date and  prior to the date hereof, there has been no Material Adverse Change.  (f) There is no action, suit, investigation, litigation or proceeding pending  against, or to the knowledge of the Company, threatened against the Company or any of its  Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency  or official in which there is a significant probability of an adverse decision that (i) would  have a Material Adverse Effect or (ii) purports to affect the legality, validity or  enforceability of this Agreement or any Note or the consummation of the transactions  contemplated hereby.  (g) [Intentionally omitted].  (h) No Borrower is engaged in the business of extending credit for the purpose  of purchasing or carrying margin stock (within the meaning of Regulation U issued by the  Board of Governors of the Federal Reserve System).  Following the application of the  proceeds of each Advance, not more than 25% of the value of the property and assets of  the Company and its Consolidated Subsidiaries taken as a whole, subject to the provisions  of Section 5.02(a) or subject to any restriction contained in any agreement or instrument  between the Company and any Lender or any Affiliate of any Lender relating to Debt  within the scope of Section 6.01(d) will be “margin stock” (within the meaning of  Regulation U of the Board of Governors of the Federal Reserve System).  





 






   Interpublic Credit Agreement   58  (i) No Borrower is an “investment company”, or a company “controlled” by  an “investment company”, within the meaning of the Investment Company Act of 1940, as  amended.  (j) [Intentionally omitted].  (k) Each of the Company’s Consolidated Subsidiaries is duly organized, validly  existing and in good standing under the laws of its jurisdiction of organization, and has all  powers and all material governmental licenses, authorizations, consents and approvals  required to carry on its business, all to the extent material to the Company and its  Consolidated Subsidiaries taken as a whole.  (l) As of the date thereof (or, if undated, as of the date furnished), neither the  Information Memorandum nor any other report or exhibit or other information (other than  the financial statements referred to in Section 5.01(h)) furnished in writing by or on behalf  of the Company to the Agent or any Lender in connection with the negotiation and  syndication of this Agreement or pursuant to the terms of this Agreement, as modified or  supplemented by other information so furnished and when taken as a whole, contains any  material misstatement of fact or omits to state any material fact necessary to make the  statements therein, in light of the circumstances under which they are made, not  misleading; provided that with respect to the projections hereafter furnished by the  Company, the Company represents only that such information was prepared in good faith  based upon assumptions believed to be reasonable at the time such projections were  prepared.  (m) The Company has implemented and maintains in effect policies and  procedures reasonably  designed to ensure compliance in all material respects by such  Borrower, its Subsidiaries and their respective directors, officers, employees and agents  under their control with Anti-Corruption Laws and applicable Sanctions.  None of  the  Company, any Subsidiary of the Company or, to the knowledge of the Company or such  Subsidiary, any of their respective directors, officers or employees or agents (under control  of the Company) of the Company or any Subsidiary that will act in any capacity in  connection with the credit facility established hereby, is a Sanctioned Person.  (n) No Borrower is an Affected Financial Institution.  ARTICLE V  COVENANTS OF THE COMPANY  SECTION 5.01 Affirmative Covenants.  So long as any Advance shall remain  unpaid or any Lender shall have any Commitment hereunder, the Company will:  (a) Compliance with Laws, Etc.  Comply, and cause each of its Consolidated  Subsidiaries to comply, with all applicable laws, rules, regulations and orders, such  compliance to include, without limitation, compliance with ERISA and applicable  environmental laws, except where the necessity of compliance is being contested in good  faith or where failure to comply would not have a Material Adverse Effect; and maintain  in effect and enforce policies and procedures reasonably designed to ensure compliance in  





 






   Interpublic Credit Agreement   59  all material respects by the Company, its Subsidiaries and their respective directors,  officers, employees and agents under their control with Anti-Corruption Laws and  applicable Sanctions.  (b) Payment of Taxes, Etc.  Pay and discharge, and cause each of its  Consolidated Subsidiaries to pay and discharge, before the same shall become delinquent,  (i) all material Taxes, assessments and governmental charges or levies imposed upon it or  upon its property and (ii) all lawful claims that, if unpaid, might solely by operation of law  become a Lien upon its property; provided, however, that neither the Company nor any of  its Consolidated Subsidiaries shall be required to pay or discharge any such tax,  assessment, levy, charge or claim (i) that is being contested in good faith and by proper  proceedings and as to which appropriate reserves in accordance with generally accepted  accounting principles are being maintained; or (ii) if failure to do so would not have a  Material Adverse Effect.  (c) Maintenance of Insurance.  Maintain, and cause each of its Consolidated  Subsidiaries, all to the extent material to the Company and its Consolidated Subsidiaries  taken as a whole, to maintain insurance with responsible and reputable insurance  companies or associations (or through a self-insurance program deemed reasonable by the  Company) in such amounts and covering such risks as is customarily carried by companies  engaged in similar businesses in which the Company or such Consolidated Subsidiary  operates.  (d) Preservation of Existence, Etc.  Preserve and maintain, and cause each of  its Consolidated Subsidiaries to preserve and maintain, its existence, rights (constituent  document and statutory) and franchises necessary in the normal conduct of its business, all  to the extent material to the Company and its Consolidated Subsidiaries taken as a whole;  provided, however, that the Company and its Consolidated Subsidiaries may consummate  any merger or consolidation permitted under Section 5.02(b) and provided further that  neither the Company nor any of its Consolidated Subsidiaries shall be required to preserve  any right or franchise if the failure to do so would not have a Material Adverse Effect.  (e) Visitation Rights.  At any reasonable time and from time to time, permit the  Agent or any of the Lenders or any agents or representatives thereof at their own expense,  to examine and make copies of and abstracts from the records and books of account of, and  visit the properties of, the Company and any of its Consolidated Subsidiaries, and to discuss  the affairs, finances and accounts of the Company and any of its Consolidated Subsidiaries  with any of their officers and with their independent certified public accountants, all as  often as may reasonably be necessary to ensure compliance by the Company with its  obligations hereunder, provided that (i) unless an Event of Default has occurred and is  continuing, no more than one visit or inspection may be conducted per year and (ii) any  such visits, inspections or discussions shall be coordinated through the Agent and shall not  unreasonably interfere with the operations of the Company and its Consolidated  Subsidiaries.  Notwithstanding anything to the contrary in this Section 5.01(e), neither the  Company or any of its Consolidated Subsidiaries will be required to disclose or permit the  inspection or discussion of, any document, information or other matter (i) that constitutes  non-financial trade secrets or non-financial proprietary information, (ii) in respect of which  





 






   Interpublic Credit Agreement   60  disclosure to the Agent or any Lender (or their respective representatives or contractors) is  prohibited by law or (iii) that is subject to attorney client or similar privilege or constitutes  attorney work product.  (f) Keeping of Books.  Keep, and cause each of its Consolidated Subsidiaries  to keep, proper books of record and account, in which full and correct entries shall be made  of all financial transactions and the assets and business of the Company and each such  Consolidated Subsidiary in accordance with sound business practices and applicable  statutory requirements so as to permit the preparation of the Consolidated financial  statements of the Company and its Consolidated Subsidiaries in accordance with generally  accepted accounting principles in effect from time to time.  (g) Maintenance of Properties, Etc.  Maintain and preserve, and cause each of  its Consolidated Subsidiaries to maintain and preserve, all of its properties that are used  and useful in the conduct of its business in good working order and condition, ordinary  wear and tear excepted, except where the failure to do so would not have a Material  Adverse Effect.  (h) Reporting Requirements.  Furnish to the Lenders or notify the Lenders of  the availability of:  (i) as soon as available and in any event within 40 days after the end of  each of the first three quarters of each fiscal year of the Company (or 15 days  thereafter if the Company timely files a Form 12b-25 (or any successor form)), the  unaudited Consolidated balance sheet of the Company and its Consolidated  Subsidiaries as of the end of such quarter and unaudited Consolidated statement of  operations and cash flows of the Company and its Consolidated Subsidiaries for the  period commencing at the end of the previous fiscal year and ending with the end  of such quarter, duly certified (except for the absence of footnotes and subject to  year-end audit adjustments) by the chief financial officer or chief accounting officer  of the Company as having been prepared in accordance with generally accepted  accounting principles and a certificate of the chief financial officer, chief  accounting officer or treasurer of the Company, which certificate shall include a  statement that such officer has no knowledge, except as specifically stated, of any  condition, event or act which constitutes a Default and setting forth in reasonable  detail the calculations necessary to demonstrate compliance with Section 5.03 on  the date of such balance sheet, provided that in the event that generally accepted  accounting principles used in the preparation of such financial statements shall  differ from GAAP, the Company shall also provide, if necessary for the  determination of compliance with Section 5.03, a statement of reconciliation  conforming such financial statements to GAAP;  (ii) as soon as available and in any event within 60 days after the end of  each fiscal year of the Company (or 15 days thereafter if the Company timely files  a Form 12b-25 (or any successor form)), a copy of the audited financial statements  for such year for the Company and its Consolidated Subsidiaries, containing the  Consolidated balance sheet of the Company and its Consolidated Subsidiaries as of  





 






   Interpublic Credit Agreement   61  the end of such fiscal year and Consolidated statement of operations and cash flows  of the Company and its Consolidated Subsidiaries for such fiscal year, in each case  accompanied by the report thereon of PricewaterhouseCoopers LLP or other  independent public accountants of nationally recognized standing, which shall be  deemed delivered upon the Company’s filing of its audited financial statements  within 60 days after the end of such fiscal year (or 15 days thereafter if the Company  timely files a Form 12b-25 (or any successor form)), together with a certificate of  the chief financial officer, chief accounting officer or treasurer of the Company,  which certificate shall include a statement that such officer has no knowledge,  except as specifically stated, of any condition, event or act which constitutes a  Default and setting forth in reasonable detail the calculations necessary to  demonstrate compliance with Section 5.03 on the date of such financial statements,  provided that in the event that generally accepted accounting principles used in the  preparation of such financial statements shall differ from GAAP, the Company  shall also provide, if necessary for the determination of compliance with Section  5.03, a statement of reconciliation conforming such financial statements to GAAP;  (iii) as soon as possible and in any event within ten days after the chief  executive officer, chief operation officer, principal financial officer or principal  accounting officer of the Company knows or has reason to know of the occurrence  of each Default continuing on the date of such statement, a statement of such officer  of the Company setting forth details of such Default and the action that the  Company has taken and proposes to take with respect thereto;  (iv) promptly after the sending or filing thereof, copies of all quarterly  and annual reports and proxy solicitations that the Company sends to any of its  security holders, and copies of all reports on Form 8-K and registration statements  for the public offering of securities (other than pursuant to employee Plans) that the  Company or any Consolidated Subsidiary files with the Securities and Exchange  Commission;  (v) promptly after the commencement thereof, notice of all actions and  proceedings before any court, governmental agency or arbitrator affecting the  Company or any of its Consolidated Subsidiaries of the type described in  Section 4.01(f); and  (vi) such other information respecting the financial condition or business  of the Company or any of its Consolidated Subsidiaries as any Lender through the  Agent may from time to time reasonably request.  The financial statements and (in the case of annual financial statements) accompanying  report of PricewaterhouseCoopers LLP or other independent public accountants of  nationally recognized standing providing such report required to be delivered pursuant to  clauses (i) and (ii) and the reports and other materials required to be delivered pursuant to  clause (iv) of this Section 5.01(h) shall be deemed to have been delivered by filing with  the SEC (A) in the case of clauses (i) and (ii), the Company’s Form 10-K and Form 10-Q,  respectively, and (B) in the case of clause (iv), such reports and other materials.  





 






   Interpublic Credit Agreement   62  The Company shall provide to the Agent (and not the Lenders) in an electronic medium,  copies of the compliance certificates required to be delivered pursuant to clauses (i) and  (ii), as applicable, of this Section 5.01(h), and the Agent shall make such compliance  certificates available to the Lenders in accordance with Section 9.02(b), provided that, at  the option of the Company, the same may be delivered in physical form and, provided  further that, the Agent shall have the right to request that such copies of the same be  delivered in physical form, in which case the Company shall cause the same to be delivered  to the Agent (and not the Lenders) as soon as reasonably practicable.  Notwithstanding any  other provision in this Agreement to the contrary, any compliance certificate required to  be delivered pursuant to clauses (i) or (ii), as applicable, of this Section 5.01(h) may be  delivered on or prior to the second Business Day after the deemed delivery of any financial  statements required to be delivered pursuant to clauses (i) and (ii) of this Section 5.01(h).  SECTION 5.02 Negative Covenants.  So long as any Advance shall remain  unpaid or any Lender shall have any Commitment hereunder, the Company will not:  (a) Liens, Etc.  Create or suffer to exist, or permit any of its Consolidated  Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its assets,  whether now owned or hereafter acquired, or assign, or permit any of its Consolidated  Subsidiaries to assign, any accounts receivable other than:  (i) Liens existing on the Restatement Date and disclosed to the Lenders  prior to the date hereof;  (ii) any Lien existing on any asset (other than accounts receivable) of  any Person at the time such Person is merged into or consolidated with the  Company or any Consolidated Subsidiary or otherwise becomes a Consolidated  Subsidiary and not created in contemplation of such event;  (iii) any Lien on any asset securing Debt incurred or assumed for the  purpose of financing all or any part of the cost of acquiring such asset, provided  that such Lien attaches to such asset concurrently with or within 90 days after the  acquisition thereof;  (iv) any Lien on any asset of any Person organized outside of the United  States arising at any time pursuant to an arrangement (factoring or otherwise)  secured by accounts receivable that is existing at the time such Person becomes a  Consolidated Subsidiary or is merged into or consolidated with the Company or a  Consolidated Subsidiary (or pursuant to any extension, renewal or replacement of  such an arrangement); provided that such Lien or arrangement was not created in  contemplation of such event, and only to the extent, in the case of any such  arrangement, that such arrangement does not provide for Liens which, together with  all other Liens permitted under this clause (iv), would encumber assets representing  more than 5.0% of the consolidated accounts receivable of the Company and its  Consolidated Subsidiaries as reflected in the consolidated balance sheet of the  Company and its Consolidated Subsidiaries for the fiscal quarter of the Company  





 






   Interpublic Credit Agreement   63  most recently ended prior to such event (or, if applicable, such extension, renewal  or replacement);  (v) any assignment of accounts receivable (A) by and among the  Company and its Consolidated Subsidiaries or (B) pursuant to non-recourse  factoring or similar arrangements or otherwise in an aggregate amount not to  exceed in any fiscal year the greater of $500,000,000 (measured as the face value  of such accounts receivable at the time of assignment) and 10.0% of the  consolidated accounts receivable of the Company and its Consolidated Subsidiaries  as reflected in the consolidated balance sheet of the Company and its Consolidated  Subsidiaries as of the end of the fiscal year of the Company most recently ended  prior to such assignment for which financial statements have been delivered  pursuant to Section 5.01(h)(ii);  (vi) any Lien existing on any asset prior to the acquisition thereof by the  Company or a Consolidated Subsidiary and not created in contemplation of such  acquisition;  (vii) any Lien created in connection with capitalized lease obligations,  but only to the extent that such Lien encumbers property financed by such capital  lease obligation;  (viii) Liens arising in the ordinary course of its business which (A) do not  secure Debt and (B) do not in the aggregate materially impair the operation of the  business of the Company and its Consolidated Subsidiaries, taken as a whole;  (ix) any Lien arising out of the refinancing, extension, renewal or  refunding of any Debt secured by any Lien permitted by any of the foregoing  clauses of this Section, provided that such Debt is not increased and is not secured  by any additional assets;  (x) Liens securing Taxes, assessments, fees or other governmental  charges or levies, Liens securing the claims of materialmen, mechanics, carriers,  landlords, warehousemen and similar Persons, Liens incurred in the ordinary course  of business in connection with workmen’s compensation, unemployment insurance  and other similar laws, Liens to secure surety, appeal and performance bonds and  other similar obligations, including performance obligations, not incurred in  connection with the borrowing of money, and attachment, judgment and other  similar Liens arising in connection with court proceedings so long as the  enforcement of such Liens is effectively stayed and the claims secured thereby are  being contested in good faith by appropriate proceedings, or so long as such Taxes,  assessments, fees or other governmental charges or levies are not required to be  paid under Section 5.01(b);  (xi) any contractual right of set-off or any contractual right to charge or  contractual security interest in or Lien on the accounts of the Company or any of  its Consolidated Subsidiaries with one or more depositary institutions to effect the  





 






   Interpublic Credit Agreement   64  payment of amounts to such depositary institution(s), whether or not due and  payable in respect of any Debt or financing arrangement and any other Lien arising  solely by virtue of any statutory or common law provision relating to banker’s liens,  rights of set-off or similar rights;  (xii) any Liens on assets of Consolidated Subsidiaries organized outside  of the United States in favor of lenders or an affiliated guarantor in connection with  any liability entered into in the ordinary course of business;  (xiii) any Lien arising out of the L/C Cash Deposit Account under this  Agreement or any other Liens arising under substantially similar letter of credit  cash deposit account arrangements, it being understood that any such cash deposit  account is used to support then outstanding letters of credit and is not required to  be funded or otherwise utilized to support the renewal of existing letters of credit  or the issuance of new letters of credit;  (xiv) Liens relating to any arrangements established to comply with  funding requirements pertaining to any U.K. pension plan of the Company or any  Consolidated Subsidiary, to the extent that the maximum aggregate amount to be  funded by such arrangements (in each case measured as of the date of establishment  of such arrangement) does not exceed £35,000,000 (computed without regard to  any periodic payments made over the life of such arrangements);  (xv) Liens securing obligations under Hedge Agreements to the extent  required by applicable law;  (xvi) Liens created (A) by a Consolidated Subsidiary of the Company in  favor of the Company or any other Consolidated Subsidiary of the Company or (B)  by the Company in favor of a Consolidated Subsidiary of the Company, so long as,  in the case of this clause (B), and to the extent, the Company or a Consolidated  Subsidiary in connection with the overall transaction received or receives assets  having a value equal to the value of the assets subject to such Lien; provided, in the  case of this clause (B), the lien is limited to such received assets or the equity of the  Consolidated Subsidiary that received such assets and, in each case, the proceeds  thereof; and  (xvii) (A) Liens not otherwise permitted by the foregoing clauses of this  Section securing Debt or other obligations in an aggregate amount (computed  without regard to any interest thereon) at any time outstanding, plus (B) the  aggregate face value at the time of assignment of accounts receivable assigned, the  assignment of which is not otherwise permitted by the foregoing clauses of this  Section, plus (C) the aggregate principal amount of Debt incurred in accordance  with Section 5.02(e)(vii), not to exceed the greater of (x) 15% of Consolidated net  worth  of the Company and its Consolidated Subsidiaries as set forth in the  Company’s most recent financial statements delivered pursuant to Section  5.01(h)(i) or (ii) or (y) $350,000,000.  





 






   Interpublic Credit Agreement   65  (b) Mergers, Etc.  (i) Merge or consolidate with or into any Person except that  the Company may merge or consolidate with or into any other Person so long as the  Company is the surviving Person and remains organized under the laws of a political  subdivision of the United States, provided, that no Default shall have occurred and be  continuing at the time of such transaction or would result therefrom; (ii) convey, transfer,  lease or otherwise dispose of (whether in one transaction or in a series of transactions),  other than to one of the Company’s Consolidated Subsidiaries, all or substantially all of  the assets (whether now owned or hereafter acquired) of the Company and its Consolidated  Subsidiaries (taken as a whole); or (iii) permit any of its Consolidated Subsidiaries to,  convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of  transactions), other than to the Company and/or one of the Company’s Consolidated  Subsidiaries, all or substantially all of the assets (whether now owned or hereafter acquired)  of the Company and its Consolidated Subsidiaries (taken as a whole).  (c) Accounting Changes.  Make or permit, or permit any of its Consolidated  Subsidiaries to make or permit, any change in accounting policies or reporting practices,  except as required or permitted by generally accepted accounting principles or applicable  statutory requirements.  (d) Change in Nature of Business.  Engage, or permit any Consolidated  Subsidiary to engage, predominantly in any business other than business of the same  general type as conducted on the date hereof by the Company and its Consolidated  Subsidiaries, and other related businesses or businesses incidental thereto.  (e) Subsidiary Debt.  Permit any of its Consolidated Subsidiaries to create or  suffer to exist, any Debt other than (without duplication):  (i) Debt owed to the Company or to a Consolidated Subsidiary of the  Company,  (ii) Debt existing on the Restatement Date and disclosed to the Lenders  prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity  of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that  the principal amount of such Existing Debt shall not be increased above the  principal amount thereof outstanding immediately prior to such extension,  refunding or refinancing, and the direct and contingent obligors therefor shall not  be changed, as a result of or in connection with such extension, refunding or  refinancing,  (iii) Debt secured by Liens permitted by Section 5.02(a),  (iv) unsecured Debt incurred in the ordinary course of business of the  Company’s Consolidated Subsidiaries organized outside the United States,  (v) unsecured Debt existing at the time of acquisition of any such  Subsidiary, or of any business or assets, and not created in contemplation of such  acquisition (and any extension, renewal or replacement of such Debt to the extent  that the principal amount thereof shall not thereby be increased),  





 






   Interpublic Credit Agreement   66  (vi) book overdraft amounts outstanding at any time, and  (vii) other Debt (whether secured or unsecured) in an aggregate principal  amount not to exceed at any time outstanding the amount permitted in accordance  with Section 5.02(a)(xvii).  SECTION 5.03 Financial Covenant.  So long as any Advance shall remain  unpaid or any Lender shall have any Commitment hereunder, the Company will maintain, as of  the end of each fiscal quarter, a Leverage Ratio of not greater than 3.50 to 1.00 (or, for four  consecutive fiscal quarters commencing with the fiscal quarter in which a Specified Acquisition  occurs and following notice (a “Covenant Notice”) from the Company (but without any consent  from the Agent or the Lenders), 4.00 to 1.0); provided that there shall be a period of at least two  consecutive fiscal quarters after the covenant steps down to 3.50 to 1.0 before a subsequent  Covenant Notice is submitted.  ARTICLE VI  EVENTS OF DEFAULT  SECTION 6.01 Events of Default.  If any of the following events (“Events of  Default”) shall occur and be continuing:  (a) The Company or any other Borrower shall fail to pay any principal of any  Advance when the same becomes due and payable; or the Company or any other Borrower  shall fail to pay any interest on any Advance or make any other payment of fees or other  amounts payable under this Agreement or any Note within five Business Days after the  same becomes due and payable; or  (b) Any representation or warranty made by the Company or any Designated  Subsidiary (or any of its officers) in any certificate, financial statement or other document  delivered pursuant to this Agreement shall prove to have been incorrect in any material  respect when made; or  (c)  (i) The Company shall fail to perform or observe any term, covenant or  agreement contained in Section 2.17, 5.01(e) or (h), 5.02 (other than subsection (c) thereof)  or 5.03; (ii) the Company or any other Borrower shall fail to perform or observe any term,  covenant or agreement contained in Section 5.01(d) if such failure shall remain unremedied  for 10 days after written notice thereof shall have been given to the Company by the Agent  or any Lender; or (iii) the Company or any other Borrower shall fail to perform or observe  any other term, covenant or agreement contained in this Agreement or any other Loan  Document 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 Company by the Agent  or any Lender; or  (d) The Company or any of its Consolidated Subsidiaries shall fail to pay any  principal of or premium or interest on any Debt (but excluding Debt outstanding hereunder  and Debt owed solely to the Company or to a Consolidated Subsidiary) of the Company or  such Consolidated Subsidiary (as the case may be), when the same becomes due and  payable (whether by scheduled maturity, required prepayment, acceleration, demand or  





 






   Interpublic Credit Agreement   67  otherwise), and such failure shall continue after the applicable grace period, if any,  specified in the agreement or instrument creating or evidencing such Debt; or the Company  or any of its Consolidated Subsidiaries shall fail to perform or observe any covenant or  agreement to be performed or observed by it in any agreement or instrument creating or  evidencing any such Debt and such failure shall continue after the applicable grace period,  if any, specified in such agreement or instrument, if the effect of such failure is to  accelerate, or to permit the acceleration of, the maturity of such Debt (it being understood  that acceleration for customary reasons not related to failure to perform or observe  covenants and agreements, such as due on sale clauses, debt due in connection with a  voluntary refinancing and debt that becomes due in contemplation of an acquisition that  did not occur and must be repaid, shall not constitute an Event of Default under this clause  (d) so long as the applicable Debt is repaid in accordance with its terms); or any other event  shall occur or condition shall exist under any agreement or instrument creating or  evidencing any such Debt and shall continue after the applicable grace period, if any,  specified in such agreement or instrument (and remain uncured three Business Days after  the chief financial officer, chief operation officer, principal financial officer or principal  accounting officer of the Company becomes aware or should have become aware of such  event or condition), if the effect of such event or condition is to accelerate, or to permit the  acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and  payable, or required to be prepaid or redeemed (other than by a regularly scheduled  required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem,  purchase or defease such Debt shall be required to be made, in each case prior to the stated  maturity thereof; provided that the aggregate principal amount (or, in the case of any  payment default, failure or other event in respect of a Hedge Agreement, the net amount  due and payable under such Hedge Agreement as of the date of such payment default,  failure or event) of all Debt as to which any such payment defaults (whether or not at stated  maturity thereof), failures or other events shall have occurred and be continuing exceeds  $125,000,000; provided further that if any of the failures, actions, conditions or events set  forth above in this subsection (d) shall be taken in respect of, or occur with respect to, a  Consolidated Subsidiary that is organized under the laws of a jurisdiction outside of the  United States, such failure, action, condition or event shall not be the basis for or give rise  to an Event of Default under this subsection (d) unless such failure, action, condition or  event is not cured or such amount has not been repaid within five Business Days after the  chief executive officer, chief operation officer, principal financial officer or principal  accounting officer of the Company knows or has reason to know of the occurrence of such  action or event; or  (e) The Company or any of its Material Consolidated Subsidiaries shall  generally not pay its debts to Persons other than the Company and its Consolidated  Subsidiaries as such debts become due, or shall admit in writing its inability to pay such  debts generally, or shall make a general assignment for the benefit of creditors; or any  proceeding shall be instituted by or against the Company or any of its Material  Consolidated Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking  liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or  composition of it or its debts under any law relating to bankruptcy, insolvency or  reorganization or relief of debtors, or seeking the entry of an order for relief or the  appointment of a receiver, trustee, custodian or other similar official for it or for any  





 






   Interpublic Credit Agreement   68  substantial part of its property and, in the case of any such proceeding instituted against it  (but not instituted by it), either such proceeding shall remain undismissed or unstayed for  a period of 60 days, or any of the actions sought in such proceeding (including, without  limitation, the entry of an order for relief against, or the appointment of a receiver, trustee,  custodian or other similar official for, it or for any substantial part of its property) shall  occur; or the Company or any of its Material Consolidated Subsidiaries shall take any  corporate action to authorize any of the actions set forth above in this subsection (e); or  (f) Judgments or orders for the payment of money in excess of $125,000,000  in the aggregate (net of the amount of such judgments or orders covered by a valid and  binding policy of insurance between the Company (or a Consolidated Subsidiary) and one  or more reputable insurers covering payment thereof who have been notified of, and have  not disputed the claim made for payment of, the amount of such judgments or orders) shall  be rendered against the Company or any of its Material Consolidated Subsidiaries and  either (i) enforcement proceedings shall have been commenced by any creditor upon such  judgment or order or (ii) there shall be any period of 60 consecutive days during which  such judgment or order shall remain unsatisfied and a stay of enforcement of such judgment  or order, by reason of a pending appeal or otherwise, shall not be in effect; or  (g)  (i) Any Person or two or more Persons acting in concert (other than the  Company or a Consolidated Subsidiary) shall have acquired beneficial ownership (within  the meaning of Rule 13d-3 of the Securities and Exchange Commission under the  Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Company  (or other securities convertible into such Voting Stock) representing 40% or more of the  combined voting power of all Voting Stock of the Company; or (ii) during any period of  up to 24 consecutive months, commencing after the date of this Agreement, individuals  who at the beginning of such period were directors of the Company shall cease for any  reason to constitute a majority of the board of directors of the Company unless the election  or nomination for election by the Company’s stockholders of each new director was  approved by the vote of at least two-thirds of the directors then still in office who were  directors at the beginning of such period; or  (h) The Company or any of its ERISA Affiliates shall incur liability, or in the  case of clause (i) below, shall be reasonably likely to incur liability, which would have a  Material Adverse Effect, as a result of one or more of the following:  (i) the occurrence of  any ERISA Event; (ii) the partial or complete withdrawal of the Company or any of its  ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of  a Multiemployer Plan; or  (i) so long as any Consolidated Subsidiary of the Company is a Designated  Subsidiary, any provision of Article VII shall for any reason cease to be valid and binding  on or enforceable against the Company, or the Company shall so state in writing;  then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the  Required Lenders, by notice to the Company and the other Borrowers, declare the obligation of  each Lender to make Advances (other than Advances by an Issuing Bank or a Lender pursuant to  Section 2.03(c)), and of the Issuing Banks to issue Letters of Credit to be terminated, whereupon  





 






   Interpublic Credit Agreement   69  the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the  Required Lenders, by notice to the Company and the other Borrowers, declare the Advances, all  interest thereon and all other amounts payable under this Agreement to be forthwith due and  payable, whereupon such Advances, 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 each Borrower; provided, however, that in the event of  an actual or deemed entry of an order for relief with respect to any Borrower under the Federal  Bankruptcy Code, (A) the obligation of each Lender to make Advances (other than Advances by  an Issuing Bank or a Lender pursuant to Section 2.03(c)), and of the Issuing Banks to issue Letters  of Credit shall automatically be terminated and (B) such Advances, all such interest and all such  amounts shall automatically become and be due and payable, without presentment, demand,  protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.  SECTION 6.02 Actions in Respect of the Letters of Credit upon Default.  If any  Event of Default shall have occurred and be continuing, the Agent may with the consent, or shall  at the request, of the Required Lenders, irrespective of whether it is taking any of the actions  described in Section 6.01 or otherwise, make demand upon the Company to, and forthwith upon  such demand the Company will, (a) pay to the Agent on behalf of the Lenders in same day funds  at the Agent’s office designated in such demand, for deposit in the applicable sub-account of the  L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of all Letters of  Credit then outstanding or (b) make such other reasonable arrangements in respect of the  outstanding Letters of Credit as shall be acceptable to the Required Lenders; provided, however,  that in the event of an actual or deemed entry of an order for relief with respect to any Borrower  under the Federal Bankruptcy Code, an amount equal to the aggregate Available Amount of all  outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of  the Lenders without notice to or demand upon the Borrowers, which are expressly waived by each  Borrower, to be held in the L/C Cash Deposit Account.  If at any time the Agent reasonably  determines that any funds held in the L/C Cash Deposit Account are subject to any right or interest  of any Person other than the Agent and the Lenders or that the total amount of such funds is less  than the aggregate Available Amount of all Letters of Credit, the Borrowers will, forthwith upon  demand by the Agent, pay to the Agent, as additional funds to be deposited and held in the L/C  Cash Deposit Account, an amount equal to the excess of (x) such aggregate Available Amount  over (y) the total amount of funds, if any, then held in the L/C Cash Deposit Account that are free  and clear of any such right and interest.  Upon the drawing of any Letter of Credit when this Section  6.02 is applicable (and without prejudice to Section 2.10(c)) to the extent funds are on deposit in  the L/C Cash Deposit Account, such funds shall be applied to reimburse the Issuing Banks to the  extent permitted by applicable law, and if so applied, then such reimbursement shall be deemed a  repayment of the corresponding Advance or reimbursement obligation in respect of such Letter of  Credit.  To the extent that any such Letter of Credit expires or otherwise terminates, and to the  extent the applicable Issuing Bank’s liability has ceased to exist under such Letter of Credit, and  funds are on deposit in the L/C Cash Deposit Account in respect of such Letter of Credit, an amount  equal to the undrawn amounts under such Letter of Credit shall be promptly returned from such  L/C Cash Deposit Account to the Company.  If any Event of Default has been waived or otherwise  cured and no other Event of Default has occurred and is continuing, the balance, if any, in the L/C  Cash Deposit Account shall be promptly returned to the Company.  If, in accordance with this  Section 6.02, the balance in the L/C Cash Deposit Account has not been otherwise returned, then  after all such Letters of Credit shall have expired or been fully drawn upon and all other obligations  





 






   Interpublic Credit Agreement   70  of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any,  in such L/C Cash Deposit Account shall be promptly returned to the Company.  ARTICLE VII  GUARANTY  SECTION 7.01 Guaranty.  The Company hereby absolutely, unconditionally  and irrevocably guarantees, as a guarantee of payment and not of collection, the punctual payment  when due, whether at scheduled maturity or on any date of a required prepayment or by  acceleration, demand or otherwise, of all obligations of each other Borrower now or hereafter  existing under or in respect of this Agreement and any Notes (including, without limitation, any  extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing  obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest,  premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such  obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses  (including, without limitation, fees and expenses of counsel) incurred by the Agent or any other  Lender in enforcing any rights under this Article VII.  Without limiting the generality of the  foregoing, the Company’s liability shall extend to all amounts that constitute part of the  Guaranteed Obligations and would be owed by any such Borrower to the Agent or any Lender  under or in respect of this Agreement or any Notes but for the fact that they are unenforceable or  not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving  such Borrower.  SECTION 7.02 Guaranty Absolute.  The Company guarantees that the  Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and  the Notes, if any, regardless of any law, regulation or order now or hereafter in effect in any  jurisdiction affecting any of such terms or the rights of any Lender with respect thereto.  The  obligations of the Company under or in respect of this Article VII are independent of the  Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this  Agreement and any Notes, and a separate action or actions may be brought and prosecuted against  the Company to enforce this Article VII, irrespective of whether any action is brought against any  Borrower or whether any Borrower is joined in any such action or actions.  The liability of the  Company under this Article VII shall be irrevocable, absolute and unconditional irrespective of,  and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in  any way relating to, any or all of the following:  (a) any lack of validity or enforceability of this Agreement (other than this  Article VII), the Notes, if any, or any agreement or instrument relating thereto;  (b) any change in the time, manner or place of payment of, or in any other term  of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under  or in respect of this Agreement or the Notes, if any, or any other amendment or waiver of  or any consent to departure from this Agreement or the Notes, if any, including, without  limitation, any increase in the Guaranteed Obligations resulting from the extension of  additional credit to any Borrower or any of its Subsidiaries or otherwise;  





 






   Interpublic Credit Agreement   71  (c) any taking, exchange, release or non-perfection of any collateral, or any  taking, release or amendment or waiver of, or consent to departure from, any other  guaranty, for all or any of the Guaranteed Obligations;  (d) any manner of application of collateral, or proceeds thereof, to all or any of  the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for  all or any of the Guaranteed Obligations or any other obligations of any Borrower under  this Agreement or the Notes, if any, or any other assets of any Borrower or any of its  Subsidiaries;  (e) any change, restructuring or termination of the corporate structure or  existence of any Borrower or any of its Subsidiaries;  (f) any failure of any Lender or the Agent to disclose to the Company any  information relating to the business, condition (financial or otherwise), operations,  performance, properties or prospects of any Borrower now or hereafter known to such  Lender or the Agent (the Company waiving any duty on the part of the Lenders and the  Agent to disclose such information); or  (g) any other circumstance (including, without limitation, any statute of  limitations) or any existence of or reliance on any representation by any Lender or the  Agent that might otherwise constitute a defense available to, or a discharge of, any  Borrower or any other guarantor or surety.  This Article VII shall continue to be effective or be reinstated, as the case may be, if at any time  any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by  any Lender or the Agent or any other Person upon the insolvency, bankruptcy or reorganization of  any Borrower or otherwise, all as though such payment had not been made.  SECTION 7.03 Waivers and Acknowledgments.  (a) The Company hereby  unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment,  demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and  any other notice with respect to any of the Guaranteed Obligations and this Article VII and any  requirement that any Lender or the Agent protect, secure, perfect or insure any Lien or any property  subject thereto or exhaust any right or take any action against any Borrower or any other Person  or any collateral.  (b) The Company hereby unconditionally and irrevocably waives any right to  revoke this Article VII and acknowledges that the guaranty under this Article VII is continuing in  nature and applies to all Guaranteed Obligations, whether existing now or in the future.  (c) The Company hereby unconditionally and irrevocably waives (i) any  defense arising by reason of any claim or defense based upon an election of remedies by any  Lender or the Agent that in any manner impairs, reduces, releases or otherwise adversely affects  the subrogation, reimbursement, exoneration, contribution or indemnification rights of the  Company or other rights of the Company to proceed against any Borrower, any other guarantor or  any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim  against or in respect of the obligations of the Company hereunder.  





 






   Interpublic Credit Agreement   72  (d) The Company hereby unconditionally and irrevocably waives any duty on  the part of any Lender or the Agent to disclose to the Company any matter, fact or thing relating  to the business, condition (financial or otherwise), operations, performance, properties or prospects  of any Borrower or any of its Subsidiaries now or hereafter known by such Lender or the Agent.  (e) The Company acknowledges that it will receive substantial direct and  indirect benefits from the financing arrangements contemplated by this Agreement and any Notes  and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in  contemplation of such benefits.  SECTION 7.04 Subrogation.  The Company hereby unconditionally and  irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any  Borrower or any other insider guarantor that arise from the existence, payment, performance or  enforcement of the Company’s obligations under or in respect of this Article VII, including,  without limitation, any right of subrogation, reimbursement, exoneration, contribution or  indemnification and any right to participate in any claim or remedy of any Lender or the Agent  against any Borrower or any other insider guarantor or any collateral, whether or not such claim,  remedy or right arises in equity or under contract, statute or common law, including, without  limitation, the right to take or receive from any Borrower or any other insider guarantor, directly  or indirectly, in cash or other property or by set-off or in any other manner, payment or security  on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and  all other amounts payable under this Article VII shall have been paid in full in cash, all Letters of  Credit (other than Special Letters of Credit) issued for the account of such Borrower shall have  expired or been terminated and the Revolving Credit Commitments shall have expired or been  terminated.  If any amount shall be paid to the Company in violation of the immediately preceding  sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed  Obligations and all other amounts payable under this Article VII, (b) the Termination Date and (c)  the latest date of expiration of or termination of all Letters of Credit (other than Special Letters of  Credit) issued for the account of such Borrower, such amount shall be received and held in trust  for the benefit of the Lenders and the Agent, shall be segregated from other property and funds of  the Company and shall forthwith be paid or delivered to the Agent in the same form as so received  (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed  Obligations and all other amounts payable under this Article VII, whether matured or unmatured,  in accordance with the terms of this Agreement, or to be held as collateral for any Guaranteed  Obligations or other amounts payable under this Article VII thereafter arising.  If (i) the Company  shall make payment to any Lender or the Agent of all or any part of the Guaranteed Obligations,  (ii) all of the Guaranteed Obligations and all other amounts payable under this Article VII shall  have been paid in full in cash, (iii) the Termination Date shall have occurred and (iv) all Letters of  Credit (other than Special Letters of Credit) issued for the account of such Borrower shall have  expired or been terminated, the Lenders and the Agent will, at the Company’s request and expense,  execute and deliver to the Company appropriate documents, without recourse and without  representation or warranty, necessary to evidence the transfer by subrogation to the Company of  an interest in the Guaranteed Obligations resulting from such payment made by the Company  pursuant to this Article VII.  SECTION 7.05 Continuing Guaranty; Assignments.  The guaranty under this  Article VII is a continuing guaranty and shall (a) remain in full force and effect until the latest of  





 






   Interpublic Credit Agreement   73  (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under  this Article VII, (ii) the Termination Date and (iii) the latest date of expiration or termination of  all Letters of Credit (other than Special Letters of Credit), (b) be binding upon the Company, its  successors and assigns and (c) inure to the benefit of and be enforceable by the Lenders and the  Agent and their successors, transferees and assigns.  Without limiting the generality of clause (c)  of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any  portion of its rights and obligations under this Agreement (including, without limitation, all or any  portion of its Revolving Credit Commitments, the Advances owing to it and the Note or Notes  held by it, if any) to any other Person, and such other Person shall thereupon become vested with  all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as and  to the extent provided in Section 9.07.  ARTICLE VIII  THE AGENT  SECTION 8.01 Authorization and Authority.  Each of the Lenders and the  Issuing Banks hereby irrevocably appoints Citibank to act on its behalf as the Agent hereunder and  under the Notes and authorizes the Agent to take such actions on its behalf and to exercise such  powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and  powers as are reasonably incidental thereto.  Except as provided in Section 8.06, the provisions of  this Article are solely for the benefit of the Agent, the Lenders and the Issuing Banks, and neither  the Company nor any Designated Subsidiary shall have rights as a third-party beneficiary of any  of such provisions.  It is understood and agreed that the use of the term “agent” herein or in any  Notes (or any other similar term) with reference to the Agent is not intended to connote any  fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable  law.  Instead such term is used as a matter of market custom, and is intended to create or reflect  only an administrative relationship between contracting parties.  SECTION 8.02 Rights as a Lender.  The Person serving as the Agent hereunder  shall have the same rights and powers in its capacity as a Lender as any other Lender and may  exercise the same as though it were not the Agent, and the term “Lender” or “Lenders” shall, unless  otherwise expressly indicated or unless the context otherwise requires, include the Person serving  as the Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept  deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory  capacity for, and generally engage in any kind of business with, the Company or any Subsidiary  or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to  account therefor to the Lenders.  SECTION 8.03 Exculpatory Provisions.  (a) The Agent shall not have any duties  or obligations except those expressly set forth herein, and its duties hereunder shall be  administrative in nature.  Without limiting the generality of the foregoing, the Agent:  (i) shall not be subject to any fiduciary or other implied duties,  regardless of whether a Default has occurred and is continuing;  (ii) shall not have any duty to take any discretionary action or exercise  any discretionary powers, except discretionary rights and powers expressly  





 






   Interpublic Credit Agreement   74  contemplated hereby or by the other Loan Documents that the Agent is required to  exercise as directed in writing by the Required Lenders (or such other number or  percentage of the Lenders as shall be expressly provided for herein); provided that  the Agent shall not be required to take any action that, in its opinion or the opinion  of its counsel, may expose the Agent to liability or that is contrary to this Agreement  or applicable law, including for the avoidance of doubt any action that may be in  violation of the automatic stay under any debtor relief law or that may effect a  forfeiture, modification or termination of property of a Defaulting Lender in  violation of any debtor relief law; and  (iii) shall not, except as expressly set forth herein, have any duty to  disclose, and shall not be liable for the failure to disclose, any information relating  to the Company or any of its Affiliates that is communicated to or obtained by the  Person serving as the Agent or any of its Affiliates in any capacity.  (b) The Agent shall not be liable for any action taken or not taken by it (i) with  the consent or at the request of the Required Lenders (or such other number or percentage  of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be  necessary, under the circumstances as provided in Sections 9.01 or 6.01), or (ii) in the  absence of its own gross negligence or willful misconduct as determined by a court of  competent jurisdiction by final and nonappealable judgment.  The Agent shall be deemed  not to have knowledge of any Default unless and until notice describing such Default is  given to the Agent in writing by the Company, a Lender or an Issuing Bank.  (c) The Agent shall not be responsible for or have any duty to ascertain or  inquire into (i) any statement, warranty, representation or other information made or  supplied in or in connection with this Agreement or the Information Memorandum, (ii) the  contents of any certificate, report or other document delivered hereunder or thereunder or  in connection herewith or therewith or the adequacy, accuracy and/or completeness of the  information contained therein, (iii) the performance or observance of any of the covenants,  agreements or other terms or conditions set forth herein or therein or the occurrence of any  Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or  any other agreement, instrument or document or the perfection or priority of any Lien or  security interest created or purported to be created hereby or (v) the satisfaction of any  condition set forth in Article III or elsewhere herein, other than (but subject to the foregoing  clause (ii)) to confirm receipt of items expressly required to be delivered to the Agent.  (d) Nothing in this Agreement shall require the Agent or any of its Related  Parties to carry out any “know your customer” or other checks in relation to any person on  behalf of any Lender and each Lender confirms to the Agent that it is solely responsible  for any such checks it is required to carry out and that it may not rely on any statement in  relation to such checks made by the Agent or any of its Related Parties.  SECTION 8.04 Reliance by Agent.  The Agent shall be entitled to rely upon, and  shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,  instrument, document or other writing (including any electronic message, Internet or intranet  website posting or other distribution) believed by it to be genuine and to have been signed, sent or  





 






   Interpublic Credit Agreement   75  otherwise authenticated by the proper Person.  The Agent also may rely upon any statement made  to it orally or by telephone and believed by it to have been made by the proper Person, and shall  not incur any liability for relying thereon.  In determining compliance with any condition  hereunder to the making of an Advance, or the issuance, extension, renewal or increase of a Letter  of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the  Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless an  officer of the Agent responsible for the transactions contemplated hereby shall have received  notice to the contrary from such Lender or Issuing Bank prior to the making of such Advance or  the issuance of such Letter of Credit, and in the case of a Borrowing, such Lender shall not have  made available to the Agent such Lender’s ratable portion of such Borrowing.  The Agent may  consult with legal counsel (who may be counsel for the Company), independent accountants and  other experts selected by it, and shall not be liable for any action taken or not taken by it in  accordance with the advice of any such counsel, accountants or experts.  SECTION 8.05 Delegation of Duties.  The Agent may perform any and all of its  duties and exercise its rights and powers hereunder or under any Note by or through any one or  more sub-agents appointed by the Agent, and the Agent and any such sub-agent may perform any  and all of its duties and exercise its rights and powers by or through their respective Related Parties,  provided, in each case that no such delegation to a sub-agent or a Related Party shall release the  Agent from any of its obligations hereunder.  Each such sub-agent and the Related Parties of the  Agent and each such sub-agent shall be entitled to the benefits of all provisions of this Article VIII  and Section 9.04 (as though such sub-agents were the “Agent” hereunder and under the Notes) as  if set forth in full herein with respect thereto.  SECTION 8.06 Resignation of Agent.  (a) The Agent may at any time and, if the  Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall  promptly, give notice of its resignation to the Lenders, the Issuing Banks and the Company.  Upon  receipt of any such notice of resignation, the Required Lenders shall have the right, with the  consent of the Company so long as no Event of Default has occurred and is continuing, to appoint  a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any  such bank with an office in New York, New York.  If no such successor shall have been so  appointed by the Required Lenders and shall have accepted such appointment within 30 days after  the retiring Agent gives notice of its resignation then the Company may (if the resignation is at the  request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the  Lenders and the Issuing Banks, with the consent of the Company so long as no Event of Default  has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth  above.  Whether or not a successor has been appointed, such resignation shall become effective no  earlier than three Business Days after the date in such notice (the “Resignation Effective Date”).  (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b)  of the definition thereof, each of the Company  and the Required Lenders may, to the extent  permitted by applicable law, by notice in writing to such Person and, if such notice is given by the  Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may,  with the consent of the Company so long as no Event of Default has occurred and is continuing,  appoint a successor.  If no such successor shall have been so appointed by the Required Lenders  and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed  





 






   Interpublic Credit Agreement   76  by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless  become effective in accordance with such notice on the Removal Effective Date.  (c) With effect from the Resignation Effective Date or the Removal Effective  Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and  obligations hereunder and under the Notes and (2) except for any indemnity payments owed to the  retiring or removed Agent, all payments, communications and determinations provided to be made  by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly,  until such time, if any, as the Required Lenders or the Company appoint a successor Agent as  provided for above.  Upon the acceptance of a successor’s appointment as Agent hereunder, such  successor shall succeed to and become vested with all of the rights, powers, privileges and duties  of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring  or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties  and obligations hereunder or under the Notes.  The fees payable by the Company to a successor  Agent shall be the same as those payable to its predecessor unless otherwise agreed between the  Company and such successor.  After the retiring or removed Agent’s resignation or removal  hereunder and under the Notes, the provisions of this Article and Section 9.04 shall continue in  effect for the benefit of such retiring or removed Agent, its sub agents and their respective Related  Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or  removed Agent was acting as Agent.  (d) Any resignation pursuant to this Section by a Person acting as Agent shall,  unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such  Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where  such issuance or extension is to occur on or after the date that is 60 days after such Person gave  notice of such resignation.  Upon the acceptance of a successor’s appointment as Agent hereunder,  (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and  duties of the retiring Agent in its capacity (if any) as Issuing Bank, (ii) the retiring Agent in its  capacity (if any) as Issuing Bank shall be discharged from all of its respective duties and  obligations hereunder or under the Notes in such capacity and (iii) the successor Issuing Bank shall  issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such  succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively  assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except,  in each case, as may otherwise be agreed by the Company and such successor Agent if the retiring  Agent is a Defaulting Lender.  SECTION 8.07 Non-Reliance on Agent and Other Lenders.  Each Lender and  Issuing Bank acknowledges that it has, independently and without reliance upon the Agent or any  other Lender or any of their Related Parties and based on such documents and information as it  has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.   Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance  upon the Agent or any other Lender or any of their Related Parties and based on such documents  and information as it shall from time to time deem appropriate, continue to make its own decisions  in taking or not taking action under or based upon this Agreement or any related agreement or any  document furnished hereunder.  





 






   Interpublic Credit Agreement   77  SECTION 8.08 No Other Duties, etc.  Anything herein to the contrary  notwithstanding, none of the Persons acting as bookrunners, arrangers, syndication agents or  documentation agents listed on the cover page hereof shall have any powers, duties or  responsibilities under this Agreement, except in its capacity, as applicable, as the Agent or as a  Lender hereunder.  SECTION 8.09 Lender ERISA Representation.  (a) Each Lender (x) represents  and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from  the date such Person became a Lender party hereto to the date such Person ceases being a Lender  party hereto, for the benefit of, the Agent and not, for the avoidance of doubt, to or for the benefit  of any Borrower, that at least one of the following is and will be true:  (i) such Lender is not using “plan assets” (within the meaning of  Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to  such Lender’s entrance into, participation in, administration of and performance of  the Loans, the Letters of Credit, the Commitments or this Agreement,  (ii) the transaction exemption set forth in one or more PTEs, such as  PTE 84-14 (a class exemption for certain transactions determined by independent  qualified professional asset managers), PTE 95-60 (a class exemption for certain  transactions involving insurance company general accounts), PTE 90-1 (a class  exemption for certain transactions involving insurance company pooled separate  accounts), PTE 91-38 (a class exemption for certain transactions involving bank  collective investment funds) or PTE 96-23 (a class exemption for certain  transactions determined by in-house asset managers), is applicable with respect to  such Lender’s entrance into, participation in, administration of and performance of  the Advances, the Letters of Credit, the Commitments and this Agreement,  (iii) (A) such Lender is an investment fund managed by a “Qualified  Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B)  such Qualified Professional Asset Manager made the investment decision on behalf  of such Lender to enter into, participate in, administer and perform the Advances,  the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,  participation in, administration of and performance of the Advances, the Letters of  Credit, the Commitments and this Agreement satisfies the requirements of sub- sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of  such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied  with respect to such Lender’s entrance into, participation in, administration of and  performance of the Advances, the Letters of Credit, the Commitments and this  Agreement, or  (iv) such other representation, warranty and covenant as may be agreed  in writing between the Agent, in its sole discretion, and such Lender.  (b) In addition, unless either (1) sub-clause (i) in the immediately preceding  clause (a) is true with respect to a Lender or (2) a Lender has provided another  representation, warranty and covenant in accordance with sub-clause (iv) in the  





 






   Interpublic Credit Agreement   78  immediately preceding clause (a), such Lender further (x) represents and warrants, as of  the date such Person became a Lender party hereto, to, and (y) covenants, from the date  such Person became a Lender party hereto to the date such Person ceases being a Lender  party hereto, for the benefit of, the Agent and not, for the avoidance of doubt, to or for the  benefit of any Borrower, that the Agent is not a fiduciary with respect to the assets of such  Lender involved in such Lender’s entrance into, participation in, administration of and  performance of the Advances, the Letters of Credit, the Commitments and this Agreement  (including in connection with the reservation or exercise of any rights by the Agent under  this Agreement, any Loan Document or any documents related hereto or thereto).  As used in this Section:  “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA)  that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975  of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)  or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of  any such “employee benefit plan” or “plan”.  “PTE” means a prohibited transaction class exemption issued by the U.S.  Department of Labor, as any such exemption may be amended from time to time.  SECTION 8.10 Erroneous Payments.  (a) If the Agent (x) notifies a Lender or Issuing Bank, or any Person who has  received funds on behalf of a Lender or Issuing Bank (any such Lender, Issuing Bank or other  recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the  Agent has determined in its sole discretion (whether or not after receipt of any notice under  immediately succeeding clause (b)) that any funds (as set forth in such notice from the Agent)  received by such Payment Recipient from the Agent or any of its Affiliates were erroneously or  mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment  Recipient (whether or not known to such Lender, Issuing Bank or other Payment Recipient on its  behalf)  (any such funds, whether  transmitted or received as a payment, prepayment or repayment  of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous  Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof),  such Erroneous Payment shall at all times remain the property of the Agent pending its return or  repayment as contemplated below in this Section 8.10 and held in trust for the benefit of the Agent,  and such Lender or Issuing Bank shall (or, with respect to any Payment Recipient who received  such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later  than two Business Days thereafter (or such later date as the Agent may, in its sole discretion,  specify in writing), return to the Agent the amount of any such Erroneous Payment (or portion  thereof) as to which such a demand was made, in same day funds (in the currency so received),  together with interest thereon (except to the extent waived in writing by the Agent) in respect of  each day from and including the date such Erroneous Payment (or portion thereof) was received  by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the  greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking  industry rules on interbank compensation from time to time in effect.  A notice of the Agent to any  Payment Recipient under this clause (a) shall be conclusive, absent manifest error.  





 






   Interpublic Credit Agreement   79  (b) Without limiting immediately preceding clause (a), each Lender, Issuing  Bank or any Person who has received funds on behalf of a Lender or Issuing Bank (and each of  their respective successors and assigns), agrees that if it receives a payment, prepayment or  repayment (whether received as a payment, prepayment or repayment of principal, interest, fees,  distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is in a different amount  than, or on a different date from, that specified in this Agreement or in a notice of payment,  prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such payment,  prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment,  prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender or  Issuing Bank, or other such recipient, otherwise becomes aware was transmitted, or received, in  error or by mistake (in whole or in part), then in each such case:  (i) it acknowledges and agrees that (A) in the case of immediately  preceding clauses (x) or (y), an error and mistake shall be presumed to have been made  (absent written confirmation from the Agent to the contrary) or (B) an error and mistake  has been made (in the case of immediately preceding clause (z)), in each case, with respect  to such payment, prepayment or repayment; and  (ii) such Lender or Issuing Bank shall (and shall use commercially  reasonable efforts to cause any other recipient that receives funds on its respective behalf  to) promptly (and, in all events, within one Business Day of its knowledge of the  occurrence of any of the circumstances described in immediately preceding clauses (x), (y)  and (z)) notify the Agent of its receipt of such payment, prepayment or repayment, the  details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this  Section 8.10(b).  For the avoidance of doubt, the failure to deliver a notice to the Agent pursuant to  this Section 8.10(b) shall not have any effect on a Payment Recipient’s obligations pursuant to  Section 8.10(a) or on whether or not an Erroneous Payment has been made.  (c) Each Lender or Issuing Bank hereby authorizes the Agent to set off, net and  apply any and all amounts at any time owing to such Lender or Issuing Bank under any Loan  Document, or otherwise payable or distributable by the Agent to such Lender or Issuing Bank  under any Loan Document with respect to any payment of principal, interest, fees or other amounts,  against any amount that the Agent has demanded to be returned under immediately preceding  clause (a).  (d) (i)  In the event that an Erroneous Payment (or portion thereof) is not  recovered by the Agent for any reason, after demand therefor in accordance with immediately  preceding clause (a), from any Lender that has received such Erroneous Payment (or portion  thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion  thereof) on its respective behalf)  (such unrecovered amount, an “Erroneous Payment Return  Deficiency”), upon the Agent’s notice to such Lender at any time, then effective immediately (with  the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be  deemed to have assigned its Advances (but not its Commitments ) in an amount equal to the  Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such  assignment of the Advances (but not Commitments), the “Erroneous Payment Deficiency  





 






   Interpublic Credit Agreement   80  Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid  interest (with the assignment fee to be waived by the Agent in such instance)), and is hereby  (together with the Company) deemed to execute and deliver an Assignment and Assumption (or,  to the extent applicable, an agreement incorporating an Assignment and Assumption by reference  pursuant to an approved electronic platform as to which the Agent and such parties are participants)  with respect to such Erroneous Payment Deficiency Assignment, and such Lender  shall deliver  any Notes evidencing such Loans to the Company or the Agent (but the failure of such Person to  deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the  Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency  Assignment, (C) upon such deemed acquisition, the Agent as the assignee Lender shall become a  Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment  and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such  Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations  under the indemnification provisions of this Agreement and its applicable Commitments which  shall survive as to such assigning Lender, (D) the Agent and the Company shall each be deemed  to have waived any consents required under this Agreement to any such Erroneous Payment  Deficiency Assignment, and (E) the Agent will reflect in the Register its ownership interest in the  Loans subject to the Erroneous Payment Deficiency Assignment.  For the avoidance of doubt, no  Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such  Commitments shall remain available in accordance with the terms of this Agreement.  (ii) Subject to Section 9.07 (but excluding, in all events, any assignment  consent or approval requirements (whether from the Company or otherwise)), the  Agent may, in its discretion, sell any Advances acquired pursuant to an Erroneous  Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the  Erroneous Payment Return Deficiency owing by the applicable Lender shall be  reduced by the net proceeds of the sale of such Loan (or portion thereof), and the  Agent shall retain all other rights, remedies and claims against such Lender (and/or  against any recipient that receives funds on its respective behalf).  In addition, an  Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be  reduced by the proceeds of prepayments or repayments of principal and interest, or  other distribution in respect of principal and interest, received by the Agent on or  with respect to any such Loans acquired from such Lender pursuant to an Erroneous  Payment Deficiency Assignment (to the extent that any such Loans are then owned  by the Agent) and (y) may, in the sole discretion of the Agent, be reduced by any  amount specified by the Agent in writing to the applicable Lender from time to  time.  (e) The parties hereto agree that (x) irrespective of whether the Agent may be  equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered  from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for  any reason, the Agent shall be subrogated to all the rights and interests of such Payment Recipient  (and, in the case of any Payment Recipient who has received funds on behalf of a Lender or Issuing  Bank, to the rights and interests of such Lender or Issuing Bank, as the case may be) under the  Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”)  (provided that the Company’s obligations under the Loan Documents in respect of the Erroneous  Payment Subrogation Rights shall not be duplicative of such obligations in respect of Loans that  





 






   Interpublic Credit Agreement   81  have been assigned to the Agent under an Erroneous Payment Deficiency Assignment) and (y) an  Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any  obligations  owed by the Company under the Loan Documents; provided that this Section 8.10 shall not be  interpreted to increase (or accelerate the due date for), or have the effect of increasing (or  accelerating the due date for), the obligations of the Company under the Loan Documents relative  to the amount (and/or timing for payment) of the obligations of the Company under the Loan  Documents that would have been payable had such Erroneous Payment not been made by the  Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and  (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the  amount of such Erroneous Payment that is, comprised of funds received by the Agent from the  Company for the purpose of making such Erroneous Payment.  (f) To the extent permitted by applicable law, no Payment Recipient shall assert  any right or claim to  an Erroneous Payment, and hereby waives, and is deemed to waive, any  claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim  or counterclaim by the Agent for the return of any Erroneous Payment received, including, without  limitation, any defense based on “discharge for value” or any similar doctrine.  (g) Each party’s obligations, agreements and waivers under this Section 8.10  shall survive the resignation or replacement of the Agent, any transfer of rights or obligations by,  or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or the  repayment, satisfaction or discharge of all of the Company’s obligations (or any portion thereof)  under any Loan Document.  ARTICLE IX  MISCELLANEOUS  SECTION 9.01 Amendments, Etc.  No amendment or waiver of any provision  of this Agreement or any Notes, nor consent to any departure by the Company or any other  Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed  by the Required Lenders, and then such waiver or consent shall be effective only in the specific  instance and for the specific purpose for which given; provided, however, that no amendment,  waiver or consent shall, unless in writing and signed by all the Non-Defaulting Lenders, do any of  the following:  (a) waive any of the conditions specified in Section 3.01 or Section 3.02,  (b) increase or extend the Revolving Credit Commitments of the Lenders other than in accordance  with Section 2.18 and 2.20, (c) reduce the principal of, or rate of interest on, the Advances or any  fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal  of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) change the  percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of  the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to  take any action hereunder, (f) reduce or limit the obligations of the Company under Section 7.01  or release or otherwise limit the Company’s liability with respect to its obligations under Article  VII, (g) extend the termination date of any Letter of Credit (other than a Special Letter of Credit)  beyond the Termination Date, or amend or waive the last sentence of Section 2.03(b) or (h) amend  the definition of “Required Lenders” or this Section 9.01; provided further that any amendment,  waiver or consent requiring the consent of all Non-Defaulting Lenders under clauses (b), (c), (d)  or (f) of the preceding proviso that by its terms adversely affects any Defaulting Lender  





 






   Interpublic Credit Agreement   82  disproportionately as compared to other affected Lenders shall require the consent of such  Defaulting Lender and any such amendment, waiver or consent that would alter the terms of this  proviso will require the consent of such Defaulting Lender; provided still further that (i) no  amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the  Lenders required above to take such action, affect the rights or duties of the Agent under this  Agreement or any Note; and (ii) no amendment, waiver or consent shall, unless in writing and  signed by each affected Issuing Bank in addition to the Lenders required above to take such action,  adversely affect the rights or obligations of an Issuing Bank in its capacity as such under this  Agreement.  If the Agent or the Company acting together identify any ambiguity, omission,  mistake, typographical error or other defect in any provision of this Agreement or any other Loan  Document, then the Agent and the Company shall be permitted to amend, modify or supplement  such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and  such amendment shall become effective without any further action or consent of any other party  to this Agreement, so long as, in each case, the Lenders shall have received at least five Business  Days’ prior written notice thereof and the Agent shall not have received, within five Business Days  of the date of such notice to the Lenders, a written notice from the Required Lenders stating that  the Required Lenders object to such amendment, modification or supplement.  SECTION 9.02 Notices, Etc.  (a) All notices and other communications provided  for hereunder shall be either (x) in writing (which includes electronic medium and facsimile  communication) and mailed, telecopied or delivered or (y) as and to the extent set forth in Section  9.02(b) and in the proviso to this Section 9.02(a), if to the Company or any other Borrower, to (or  in care of) the Company, at its address at 909 Third Avenue, New York, New York  10022,  Attention:  Senior Vice President of Finance and Treasurer (with a copy at the same address to the  Senior Vice President and General Counsel); if to any Initial Lender, at its Applicable Lending  Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Applicable  Lending Office specified in the Assignment and Assumption pursuant to which it became a  Lender; and if to the Agent, at its address at Building Ops II, One Penns Way, New Castle,  Delaware 19720, Attention:  Bank Loan Syndications Department, email for Notice of Issuance,  Notice of Borrowing:  GLAgentOfficeOps@citi.com; or, as to the Company or the Agent, at such  other address as shall be designated by such party in a written notice to the other parties and, as to  each other party, at such other address as shall be designated by such party in a written notice to  the Company and the Agent, provided that materials required to be delivered pursuant to Section  5.01(h) shall be delivered to the Agent as specified in Section 9.02(b).  All such notices and  communications shall, when mailed, telecopied or e-mailed, be effective when deposited in the  mails, telecopied or confirmed by e-mail, respectively, except that notices and communications to  the Agent pursuant to Article II, III or VII shall not be effective until received by the Agent.   Delivery by electronic medium or facsimile of an executed counterpart of any amendment or  waiver of any provision of this Agreement or any Notes or of any Exhibit hereto to be executed  and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof.  (b) Materials required to be delivered pursuant to Section 5.01(h) may be  delivered to the Agent in an electronic medium in a format acceptable to the Agent by e-mail at  oploanswebadmin@citi.com (or any other one e-mail address designated by the Agent from time  to time) or physical form, provided that, to the extent so provided in the last paragraph of Section  5.01(h), the Agent shall have the right to request that copies of the compliance certificates required  to be delivered pursuant to clauses (i) and (ii), as applicable, of Section 5.01(h), be delivered in  





 






   Interpublic Credit Agreement   83  physical form, in which case the Company shall cause the same to be delivered to the Agent (and  not the Lenders) as soon as reasonably practicable.  For the avoidance of doubt, the Company shall  not be required to deliver any Communications to the Lenders.  Each Borrower agrees that the  Agent may make such materials, as well as any other written information, documents, instruments  and other material relating to such Borrower, any of its Subsidiaries or any other materials or  matters relating to this Agreement, any Notes or any of the transactions contemplated hereby  (collectively, the “Communications”) available to the Lenders by posting such notices on a  password protected internet website such as Intralinks (the “Platform”).  Each Borrower  acknowledges that (i) the distribution of material through an electronic medium is not necessarily  secure and that there are confidentiality and other risks associated with such distribution, (ii) the  Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates  warrants the accuracy, adequacy or completeness of the Communications or the Platform and each  expressly disclaims liability for errors or omissions in the Communications or the Platform.  No  warranty of any kind, express, implied or statutory, including, without limitation, any warranty of  merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom  from viruses or other code defects, is made by the Agent or any of its Affiliates in connection with  the Platform.  (c) Each Lender agrees that notice to it (as provided in the next sentence) (a  “Notice”) specifying that any Communications have been posted to the Platform shall constitute  effective delivery of such information, documents or other materials to such Lender for purposes  of this Agreement; provided that if requested by any Lender the Agent (and not the Company)  shall deliver a copy of the Communications to such Lender in writing.  Each Lender agrees (i) to  notify the Agent in writing of such Lender’s e-mail address or addresses to which a Notice may be  sent by electronic transmission (including by electronic communication) on or before the date such  Lender becomes a party to this Agreement (and from time to time thereafter to ensure that the  Agent has on record an effective e-mail address(es) for such Lender) and (ii) that any Notice may  be sent to such e-mail address or addresses.  SECTION 9.03 No Waiver; Remedies.  No failure on the part of any Lender or  the Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall  operate as a waiver thereof; nor shall any single or partial exercise of any such right 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.  SECTION 9.04 Costs and Expenses.  (a) The Company agrees to pay on demand  all reasonable out-of-pocket expenses of the Agent in connection with the preparation, execution,  delivery, administration, modification and amendment of this Agreement, any Notes and the other  documents to be delivered hereunder, including, without limitation, (A) all due diligence,  syndication (including printing, distribution and bank meetings), transportation, computer,  duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and expenses of  counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights  and responsibilities under this Agreement.  The Company further agrees to pay on demand all costs  and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable  counsel fees and expenses), in connection with the enforcement (whether through negotiations,  legal proceedings or otherwise) of this Agreement, any Notes and the other documents to be  





 






   Interpublic Credit Agreement   84  delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the  Agent and each Lender in connection with the enforcement of rights under this Section 9.04(a).  (b) The Company agrees to indemnify and hold harmless the Agent and each  Lender and each of their Affiliates and their officers, directors, employees, partners, agents and  advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses,  liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel)  incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in  connection with or by reason of (including, without limitation, in connection with any  investigation, litigation or proceeding or preparation of a defense in connection therewith) any  Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use  of the proceeds of the Advances or Letters of Credit, except to the extent such claim, damage, loss,  liability or expense is found in a final, non-appealable judgment by a court of competent  jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct  or is a consequence of such Indemnified Party’s (or its Affiliate’s) becoming a Defaulting Lender  hereunder (including, for the avoidance of doubt, its failure to perform its funding obligations  hereunder within two Business Days of the date required to be funded by it hereunder unless such  Lender notifies the Agent and the Company in writing that such failure is the result of such  Lender’s good faith reasonable determination that one or more conditions precedent to funding  (each of which conditions precedent, together with any applicable default, shall be specifically  identified in such writing) has not been satisfied).  The foregoing indemnity shall not cover or  include (x) Indemnified Taxes or Other Taxes, the Company’s obligation with respect to which is  governed by Section 2.14, or Excluded Taxes, (y) increased costs, the Company’s obligation with  respect to which is governed by Section 2.11 or (z) costs, charges, fees, expenses, Taxes or duties  of any kind related to any hedging activities in connection with the rights or obligations of the  Lenders under this Agreement.  In the case of an investigation, litigation or other proceeding to  which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or  not such investigation, litigation or proceeding is brought by the Company, its directors,  shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is  otherwise a party thereto.  The Company also agrees not to assert any claim for special, indirect,  consequential or punitive damages against the Agent, any Lender, any of their Affiliates, or any of  their respective directors, officers, employees, attorneys and agents, on any theory of liability,  arising out of or otherwise relating to any Notes, this Agreement, any of the transactions  contemplated herein or the actual or proposed use of the proceeds of the Advances.  (c) If any payment of principal of any Term SOFR Advance or EURIBOR  Advance or Conversion of any Term SOFR Advance is made by any Borrower to or for the account  of a Lender other than on the last day of the Interest Period for such Advance or any payment of  principal of any SONIA Advance is made by any Borrower to or for the account of a Lender other  than on the date interest is payable thereon in accordance with Section 2.07(a)(iv), as a result of a  payment or Conversion pursuant to Section 2.08(d) or (e), 2.10 or 2.12, acceleration of the maturity  of any Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a  Lender other than on the last day of the Interest Period for such Term SOFR Advance or EURIBOR  Advance or such interest payment date for such SONIA Advance upon an assignment of rights  and obligations under this Agreement pursuant to Section 9.07 as a result of a demand by the  Company pursuant to Section 9.07(a), such Borrower shall, upon demand by such Lender (with a  copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts  





 






   Interpublic Credit Agreement   85  required to compensate such Lender for any additional losses, costs or expenses that it may  reasonably incur as a result of such payment or Conversion, including, without limitation, any loss  (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or  reemployment of deposits or other funds acquired by any Lender to fund or maintain such  Advance.  (d) Without prejudice to the survival of any other agreement of the Company  and the other Borrowers hereunder, the agreements and obligations of the Company and the other  Borrowers contained in Sections 2.11, 2.14 and 9.04 and the agreements and obligations of the  Company, the other Borrowers and the Issuing Banks contained in Section 2.10(c) shall survive  the payment in full of principal, interest and all other amounts payable hereunder and under any  Notes.  (e) Reimbursement by Lenders.  Each Lender severally agrees to indemnify the  Agent and each Issuing Bank (in each case, to the extent not promptly reimbursed by the Company)  from and against such Lender’s ratable share of any and all losses, claims, damages, liabilities,  obligations, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or  several, of any kind or nature (including the fees, charges and disbursements of any advisor or  counsel for such Person) that may be imposed on, incurred by, or asserted against the Agent or any  Issuing Bank, as the case may be, in any way relating to or arising out of this Agreement or the  Notes or any action taken or omitted by the Agent or any Issuing Bank under this Agreement or  the Notes; provided, however, that no Lender shall be liable for any portion of such losses, claims,  damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements or  expenses resulting from the Agent’s or such Issuing Bank’s gross negligence or willful misconduct  as found in a final, non-appealable judgment by a court of competent jurisdiction, nor shall any  Lender be liable to the extent that any claim with respect to any Special Letter of Credit under this  section relates to an event arising on or after the Participation Cut-Off Date.  Without limitation of  the foregoing, each Lender agrees to reimburse the Agent and each Issuing Bank for its ratable  share of any costs and expenses (including, without limitation, fees and expenses of counsel)  payable by the Company under Section 9.04(a), to the extent that the Agent or such Issuing Bank  is not promptly reimbursed for such costs and expenses by the Company.  SECTION 9.05 Right of Set-off.  Upon either (a) the occurrence and during the  continuance of any Event of Default under Section 6.01(e) or (b) (i) the occurrence and during the  continuance of any other Event of Default and (ii) the making of the request or the granting of the  consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable  pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby  authorized at any time and from time to time, to the fullest extent permitted by law, to set off and  apply any and all deposits (general or special, time or demand, provisional or final) at any time  held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit  or the account of the Company or any Borrower against any and all of the obligations of the  Company or any Borrower now or hereafter existing under this Agreement and any Note held by  such Lender, whether or not such Lender shall have made any demand under this Agreement or  such Note and although such obligations may be unmatured; provided that in the event that any  Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid  over immediately to the Agent for further application in accordance with the provisions of Section  2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other  





 






   Interpublic Credit Agreement   86  funds and deemed held in trust for the benefit of the Agent and the Lenders, and (y) the Defaulting  Lender shall provide promptly to the Agent a statement describing in reasonable detail the  obligations owing to such Defaulting Lender as to which it exercised such right of setoff.  Each  Lender agrees promptly to notify the appropriate Borrower after any such set-off and application,  provided that the failure to give such notice shall not affect the validity of such set-off and  application.  The rights of each Lender and its Affiliates under this Section are in addition to other  rights and remedies (including, without limitation, other rights of set-off) that such Lender and its  Affiliates may have.  SECTION 9.06 Binding Effect.  This Agreement shall become effective (other  than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent  set forth in Section 3.01) when it shall have been executed by the Company and the Agent and  when the Agent shall have been notified by each Initial Lender that such Initial Lender has  executed it and thereafter shall be binding upon and inure to the benefit of the Company, the Agent  and each Lender and their respective successors and assigns, except that neither the Company nor  any other Borrower shall have the right to assign its rights hereunder or any interest herein without  the prior written consent of the Lenders (and any other attempted assignment or transfer by any  party hereto shall be null and void).  SECTION 9.07 Assignments and Participations.    (a) Successors and Assigns Generally.  No Lender may assign or otherwise  transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the  provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the  provisions of paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security  interest subject to the restrictions of paragraph (g) of this Section (and any other attempted  assignment or transfer by any party hereto shall be null and void, except as provided in the last  sentence of Section 9.07(b) and in Section 9.07(h)).  Nothing in this Agreement, expressed or  implied, shall be construed to confer upon any Person (other than the parties hereto, their respective  successors and assigns permitted hereby, participants to the extent provided in paragraph (d) of  this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the  Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this  Agreement.  (b) Assignments by Lenders.  Any Lender may at any time assign to one or  more assignees all or a portion of its rights and obligations under this Agreement (including all or  a portion of its Commitment and the Advances at the time owing to it); provided that (in each case  with respect to any Facility) any such assignment shall be subject to the following conditions:  (i) Minimum Amounts.  (A) in the case of an assignment of the entire remaining amount  of the assigning Lender’s Commitment and/or the Advances at the time owing to it  (in each case with respect to any Facility) or in the case of an assignment to a Lender  or an Affiliate of a Lender, no minimum amount need be assigned; and  





 






   Interpublic Credit Agreement   87  (B) in any case not described in paragraph (b)(i)(A) of this  Section, the aggregate amount of the Commitment (which for this purpose includes  Advances outstanding thereunder) or, if the applicable Commitment is not then in  effect, the principal outstanding balance of the Advances of the assigning Lender  subject to each such assignment (determined as of the date the Assignment and  Assumption with respect to such assignment is delivered to the Agent or, if “Trade  Date” is specified in the Assignment and Assumption, as of the Trade Date) shall  not be less than $10,000,000, unless each of the Agent and, so long as no Event of  Default has occurred and is continuing, the Company otherwise consents (each such  consent not to be unreasonably withheld or delayed).  (ii) Proportionate Amounts.  Each partial assignment shall be made as  an assignment of a proportionate part of all the assigning Lender’s rights and obligations  under this Agreement with respect to the Advance or the Commitment assigned, except  that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights  and obligations among separate Facilities on a non-pro rata basis.  (iii) Required Consents.  No consent shall be required for any  assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in  addition:  (A) the consent of the Company (such consent not to be  unreasonably withheld or delayed) shall be required unless (x) an Event of Default  has occurred and is continuing at the time of such assignment, or (y) such  assignment is to a Lender’s Affiliate that is a financial institution or to another  Lender unless on the date of such assignment the assignee would be entitled to  make a demand pursuant to Section 2.11 or 2.14 (in which case such assignment  shall be permitted only if the assignee shall waive in a manner satisfactory to the  Company in form and substance its rights to make such a demand); provided that  the Company shall be deemed to have consented to any such assignment unless it  shall object thereto by written notice to the Agent within five Business Days after  having received notice thereof;  (B) the consent of the Agent (such consent not to be  unreasonably withheld or delayed) shall be required for assignments in respect of  any assignment to a Person that is not a Lender or an Affiliate of such Lender; and  (C) the consent of each Issuing Bank (such consent of each  Person not to be unreasonably withheld or delayed) shall be required for any  assignment in respect of the Revolving Credit Facility.  (iv) Assignment and Assumption.  The parties to each assignment shall  execute and deliver to the Agent an Assignment and Assumption, together with a  processing and recordation fee of $3,500; provided that the Agent may, in its sole  discretion, elect to waive such processing and recordation fee in the case of any assignment.   The assignee, if it is not a Lender, shall deliver to the Agent an Administrative  Questionnaire.  





 






   Interpublic Credit Agreement   88  (v) No Assignment to Certain Persons.  No such assignment shall be  made to (A) the Company or any of the Company’s Affiliates or Subsidiaries, (B) to any  Defaulting Lender or any of its Affiliates, or any Person who, upon becoming a Lender  hereunder, would constitute any of the foregoing Persons described in this clause (B), (C)  any Person that was a Competitor as of the Trade Date (in which case the provisions of  Section 9.07(h) shall apply), or (D) without the prior written consent of the Company, a  structured finance vehicle, fund or similar entity or any similar Person in connection with  a securitization.  (vi) No Assignment to Natural Persons.  No such assignment shall be  made to a natural Person (or a holding company, investment vehicle or trust for, or owned  and operated for the primary benefit of, a natural Person).  (vii) Certain Additional Payments.  In connection with any assignment of  rights and obligations of any Defaulting Lender hereunder, no such assignment shall be  effective unless and until, in addition to the other conditions thereto set forth herein, the  parties to the assignment shall make such additional payments to the Agent in an aggregate  amount sufficient, upon distribution thereof as appropriate (which may be outright  payment, purchases by the assignee of participations or subparticipations, or other  compensating actions, including funding, with the consent of the Company and the Agent,  the applicable pro rata share of Advances previously requested but not funded by the  Defaulting Lender, to each of which the applicable assignee and assignor hereby  irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such  Defaulting Lender to the Agent, each Issuing Bank and each other Lender hereunder (and  interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of  all Advances and participations in Letters of Credit in accordance with its Ratable Share.   Notwithstanding the foregoing, in the event that any assignment of rights and obligations  of any Defaulting Lender hereunder shall become effective under applicable law without  compliance with the provisions of this paragraph, then the assignee of such interest shall  be deemed to be a Defaulting Lender for all purposes of this Agreement until such  compliance occurs.  Subject to acceptance and recording thereof by the Agent pursuant to paragraph (c)  of this Section, from and after the effective date specified in each Assignment and Assumption,  the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned  by such Assignment and Assumption, have the rights and obligations of a Lender under this  Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by  such Assignment and Assumption, be released from its obligations under this Agreement (and, in  the case of an Assignment and Assumption covering all of the assigning Lender’s rights and  obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue  to be entitled to the benefits of Sections 2.11 and 9.04 with respect to facts and circumstances  occurring prior to the effective date of such assignment; provided, that except to the extent  otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will  constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having  been a Defaulting Lender.  Any assignment or transfer by a Lender of rights or obligations under  this Agreement that does not comply with this paragraph (b) shall be treated for purposes of this  Agreement as a sale by such Lender of a participation in such rights and obligations in accordance  





 






   Interpublic Credit Agreement   89  with paragraph (d) of this Section (except in the event that such assignment or transfer was to a  person that was a Competitor as of the Trade Date (in which case the provisions of Section 9.07(h)  shall apply)).  (c) Register.  The Agent, acting solely for this purpose as an agent of the  Company, shall maintain at one of its offices in the United States a copy of each Assignment and  Assumption delivered to it and a register for the recordation of the names and addresses of the  Lenders, and the Commitments of, and principal amounts (and stated interest) of the Advances  owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries  in the Register shall be conclusive absent manifest error, and the Company, the Agent and the  Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof  as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for  inspection by the Company and any Lender, at any reasonable time and from time to time upon  reasonable prior notice.  (d) Participations.  Each Lender may sell participations to one or more banks  or other entities (other than the Company, any of the Company’s Affiliates, any natural Person, or  a holding company, investment vehicle or trust for, or owned and operated for the primary benefit  of, a natural Person, any Defaulting Lender, or, unless the Company’s prior consent is obtained  and in accordance with the provisions of Section 9.07(h), a Competitor), in or to all or a portion of  its rights and obligations under this Agreement (including, without limitation, all or a portion of  its Revolving Credit Commitment, the Advances owing to it and any Note or Notes held by it);  provided, however, that (i) such Lender’s obligations under this Agreement (including, without  limitation, its Revolving Credit Commitment to the Borrowers hereunder) shall remain unchanged,  (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of  such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this  Agreement, (iv) the Company, the other Borrowers, the Agent and the other Lenders shall continue  to deal solely and directly with such Lender in connection with such Lender’s rights and  obligations under this Agreement and (v) no participant under any such participation shall have  any rights as a Lender hereunder, including, without limitation, any right to make any demand  under Section 2.11 or 2.14 or right to approve any amendment or waiver of any provision of this  Agreement or any Note, or any consent to any departure by the Company or any other Borrower  therefrom, except to the extent that such amendment, waiver or consent would reduce the principal  of, or interest on, any Notes or any fees or other amounts payable hereunder, in each case to the  extent subject to such participation, or postpone any date fixed for any payment of principal of, or  interest on, any Notes or any fees or other amounts payable hereunder or reduce or limit the  obligations of the Company under Section 7.01 or release or otherwise limit the Company’s  liability with respect to its obligations under Article VII or amend this Section 9.07(d) in any  manner adverse to such participant, in each case to the extent subject to such participation and in  any event such voting rights shall not exceed those of the Lender hereunder that is the seller of  such participation.  (e) Participant Register.  Each Lender that sells a participation shall, acting  solely for this purpose as a nonfiduciary agent of the Company, maintain a register on which it  enters the name and address of each participant and the principal amounts (and stated interest) of  each participant’s interest in the Advances or other obligations under the Loan Documents (the  “Participant Register”); provided that no Lender shall have any obligation to disclose all or any  





 






   Interpublic Credit Agreement   90  portion of the Participant Register (including the identity of any participant or any information  relating to a participant's interest in any commitments, Advances, letters of credit or its other  obligations under any Loan Document) to any Person except to the extent that such disclosure is  necessary to establish that such commitment, loan, letter of credit or other obligation is in  registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries  in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat  each Person whose name is recorded in the Participant Register as the owner of such participation  for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance  of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a  Participant Register.  (f) Disclosure to Assignee or Participant.  Any Lender may, in connection with  any assignment or participation or proposed assignment or participation permitted under this  Section 9.07, disclose to the assignee or participant or proposed assignee or participant other than,  unless the Company’s prior consent is obtained, a Competitor, any information relating to any  Borrower furnished to such Lender by or on behalf of such Borrower; provided that, prior to any  such disclosure, the assignee or participant or proposed assignee or participant shall agree for the  benefit of the Company to preserve the confidentiality of any Information relating to any Borrower  received by it from such Lender.  (g) Certain Security Interests.  Notwithstanding any other provision set forth in  this Agreement, any Lender may at any time create a security interest in all or any portion of its  rights under this Agreement (including, without limitation, the Advances owing to it and any Note  or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the  Board of Governors of the Federal Reserve System or any central bank in accordance with  applicable law or regulation; provided that no such creation of a security interest shall release a  Lender from any of its obligations hereunder or substitute such secured party for such Lender as a  party hereto.  (h) No Assignment or Participations to Competitors.  No assignment or  participation shall be made or sold, as applicable, to any Person that was a Competitor as of the  date (the “Determination Date”) on which the assigning or selling Lender entered into a binding  agreement to sell all or a portion of its rights and obligations under this Agreement to such Person  or assign all or a portion of its rights and obligations under this Agreement to such Person (unless  the Company has consented to such assignment or participation in writing in its sole and absolute  discretion, in which case such Person will not be considered a Competitor for the purpose of such  assignment or participation).  For the avoidance of doubt, with respect to any assignee or  participant that becomes a Competitor after the applicable Determination Date (including as a  result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to  in, the definition of “Competitor”), (x) such assignee or participant shall not retroactively be  disqualified from becoming a Lender or participant and (y) the execution by the Company of an  Assignment and Assumption with respect to an assignee will not by itself result in such assignee  no longer being considered a Competitor.  Any assignment or participation in violation of this  Section 9.07(h) shall not be void, but the other provisions of this Section 9.07(h) shall apply.  If  any assignment is made or any participation is sold to any Competitor without the Company’s  prior written consent, or if any Person becomes a Competitor after the applicable Determination  Date, the Company may, at its sole expense and effort, upon notice to the applicable Competitor  





 






   Interpublic Credit Agreement   91  and the Agent, (A) terminate any Commitment of such Competitor and/or repay all obligations of  the Borrowers owing to such Competitor in connection with such Commitment and/or (B) require  such Competitor to assign, without recourse (in accordance with and subject to the restrictions  contained in this Section 9.07), all of its interest, rights and obligations under this Agreement  (including as a participant) to one or more Eligible Assignees at the lesser of (x) the principal  amount thereof and (y) the amount that such Competitor paid to acquire such interests, rights and  obligations, in each case plus accrued interest, accrued fees and all other amounts (other than  principal amounts) payable to it hereunder.  Notwithstanding anything to the contrary contained  in this Agreement, Competitors (A) will not (x) have the right to receive information, reports or  other materials provided to Lenders by the Borrowers, the Agent or any other Lender, (y) attend  or participate in meetings attended by the Lenders and the Agent, or (z) access any electronic site  established for the Lenders or confidential communications from counsel to or financial advisors  of the Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or  modification of, or any action under, and for the purpose of any direction to the Agent or any  Lender to undertake any action (or refrain from taking any action) under this Agreement or any  other Loan Document, each Competitor will be deemed to have consented in the same proportion  as the Lenders that are not Competitors consented to such matter, and (y) for purposes of voting  on any plan of reorganization or plan of liquidation pursuant to any debtor relief laws (a “Plan”),  each Competitor party hereto hereby agrees (1) not to vote on such Plan, (2) if such Competitor  does vote on such Plan notwithstanding the restriction in the foregoing sentence, such vote will be  deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the  Bankruptcy Code (or any similar provision in any other debtor relief laws), and such vote shall not  be counted in determining whether the applicable class has accepted or rejected such Plan in  accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other  debtor relief laws) and (3) not to contest any request by any party for a determination by the  Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing  sentence.  The Agent shall have the right, and the Company hereby expressly authorizes the Agent,  to (A) post the list of Competitors provided by the Company and any updates thereto from time to  time (collectively, the “Competitor List”) on the Platform, including that portion of the Platform  that is designated for “public side” Lenders and/or (B) provide the Competitor List to each Lender  requesting the same.  The Agent shall not (x) be obligated to ascertain, monitor or inquire as to  whether any Lender or participant is a Competitor or (y) have any liability with respect to any  assignment or sale of a participation to a Competitor.  SECTION 9.08 Confidentiality.  Each of the Agent, the Lenders and the Issuing  Bank agrees to maintain the confidentiality of the Information (as defined below), except that  Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective managers,  partners, directors, officers, employees, agents, advisors and other representatives who need to  know the Information in connection with this Agreement or in connection with other contemplated  transactions for the benefit of the Company (it being understood that the Persons to whom such  disclosure is made will be informed of the confidential nature of such Information and instructed  to keep such Information confidential on substantially the same terms as provided herein), (b) to  the extent requested by any regulatory authority having jurisdiction over it (including any self- regulatory authority, such as the National Association of Insurance Commissioners and including  in connection with any pledge made in accordance with Section 9.07(g)), (c) to the extent required  by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other  party hereto, (e) to the extent necessary in connection with the exercise of any remedies hereunder  





 






   Interpublic Credit Agreement   92  or under any Note or any action or proceeding relating to this Agreement or any Note or the  enforcement of rights hereunder or thereunder, (f) subject to an agreement for the benefit of the  Company containing provisions substantially the same as those of this Section (i) to any assignee,  participant or prospective assignee or participant, in each case permitted hereunder or (ii) to any  credit insurance provider or to any actual or prospective counterparty to any swap, derivative or  other similar transaction, in each case under which payments are to be made by reference to the  Company and its obligations, entered into by a Lender in connection with this Agreement, (g) with  the consent of the Company, (h) on a confidential basis to the CUSIP Service Bureau or any similar  agency in connection with the issuance and monitoring of CUSIP numbers with respect to the  Facilities or (i) to the extent such Information (x) becomes publicly available other than as a result  of a breach of this Section or (y) becomes available to the Agent, any Lender, the Issuing Bank or  their respective Affiliates on a nonconfidential basis from a source other than the Company that,  to the knowledge of the Agent, such Lender, the Issuing Bank or such Affiliate, as applicable, is  not in violation of any confidentiality agreement with the Company.  In addition, the Agent and  the Lenders may disclose the existence of this Agreement and information about the terms of this  Agreement to market data collectors, similar service providers to the lending industry and service  providers to the Agent and the Lenders in connection with the administration of this Agreement,  the other Loan Documents, and the Commitments.  For purposes of this Section, “Information” means all confidential, proprietary or  non-public information of the Company furnished to the Agent or the Lenders by the Company.  SECTION 9.09 Designated Subsidiaries.    (a) Designation.  The Company may at any time, and from time to time, upon  not less than 15 Business Days’ notice in the case of any Subsidiary so designated after the  Restatement Date, notify the Agent that the Company intends to designate a Subsidiary as a  “Designated Subsidiary” for purposes of this Agreement.  On or after the date that is 15 Business  Days after such notice, upon delivery to the Agent and each Lender of a Designation Agreement  duly executed by the Company and the respective Subsidiary and substantially in the form of  Exhibit E hereto, such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes  of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder.   The Agent shall promptly notify each Lender of the Company’s notice of such pending designation  by the Company and the identity of the respective Subsidiary.  Following the giving of any notice  pursuant to this Section 9.09(a), if the designation of such Designated Subsidiary obligates the  Agent or any Lender to comply with “know your customer” or similar identification procedures in  circumstances where the necessary information is not already available to it, the Company shall,  promptly upon the request of the Agent or any Lender, supply such documentation and other  evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such  Lender to carry out and be satisfied it has complied with the results of all necessary “know your  customer” or other similar checks under all applicable laws and regulations.  If the Company shall designate as a Designated Subsidiary hereunder any  Subsidiary not organized under the laws of the United States or any State thereof, any Lender may,  with notice to the Agent and the Company, fulfill its Revolving Credit Commitment by causing an  Affiliate of such Lender to act as the Lender in respect of such Designated Subsidiary.  





 






   Interpublic Credit Agreement   93  As soon as practicable after receiving notice from the Company or the Agent of the  Company’s intent to designate a Subsidiary as a Designated Subsidiary, and in any event no later  than five Business Days after the delivery of such notice, for a Designated Subsidiary that is  organized under the laws of a jurisdiction other than of the United States or a political subdivision  thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any  business whatsoever with such Designated Subsidiary, either directly or through an Affiliate of  such Lender selected pursuant to the immediately preceding paragraph, or whose internal policies  prohibit lending to or establishing credit for entities organized under the laws of such jurisdiction  (a “Protesting Lender”) shall so notify the Company and the Agent in writing.  With respect to  each Protesting Lender, the Company shall, effective on or before the date that such Designated  Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting  Lender that the Revolving Credit Commitments of such Protesting Lender shall be terminated;  provided that such Protesting Lender shall have received payment of an amount equal to the  outstanding principal of its Advances and/or Letter of Credit reimbursement obligations, accrued  interest thereon, accrued fees and all other amounts then payable to it hereunder, from the assignee  (to the extent of such outstanding principal and accrued interest and fees) or the Company or the  relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to  designate such Subsidiary as a “Designated Subsidiary” hereunder.  (b) Termination.  Upon the payment and performance in full of all of the  indebtedness, liabilities and obligations under this Agreement and the Notes of any Designated  Subsidiary then, so long as at the time no Notice of Borrowing in respect of such Designated  Subsidiary is outstanding, such Subsidiary’s status as a “Designated Subsidiary” shall terminate  upon notice to such effect from the Agent to the Lenders (which notice the Agent shall give  promptly upon its receipt of a request therefor from the Company).  Thereafter, the Lenders shall  be under no further obligation to make any Advance hereunder to such Designated Subsidiary.  SECTION 9.10 Governing Law.  This Agreement and the Notes shall be  governed by, and construed in accordance with, the laws of the State of New York without giving  effect to conflicts of law provisions that might require application of the laws of a different  jurisdiction.  SECTION 9.11 Execution in Counterparts.  This Agreement may be executed in  any number of counterparts and by different parties hereto in separate counterparts, each of which  when so executed shall be deemed to be an original and all of which taken together shall constitute  one and the same agreement.  Delivery of an executed counterpart of a signature page to this  Agreement by electronic medium or facsimile shall be effective as delivery of a manually executed  counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like  import in this Agreement shall be deemed to include electronic signatures or electronic records,  each of which shall be of the same legal effect, validity or enforceability as a manually executed  signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and  as provided for in any applicable law, including the Federal Electronic Signatures in Global and  National Commerce Act, the New York State Electronic Signatures and Records Act, or any other  similar state laws based on the Uniform Electronic Transactions Act.  A set of the copies of this  Agreement signed by all the parties shall be lodged with the Agent.   





 






   Interpublic Credit Agreement   94  SECTION 9.12 Judgment.  (a) If for the purposes of obtaining judgment in any  court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties  hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used  shall be that at which in accordance with normal banking procedures the Agent could purchase  Dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London  time) on the Business Day preceding that on which final judgment is given.  (b) If for the purposes of obtaining judgment in any court it is necessary to  convert a sum due hereunder in a Committed Currency or Committed L/C Currency into Dollars,  the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used  shall be that at which in accordance with normal banking procedures the Agent could purchase  such Committed Currency or Committed L/C Currency with Dollars at Citibank’s principal office  in London at 11:00 A.M. (London time) on the Business Day preceding that on which final  judgment is given.  (c) The obligation of the Company and each other Borrower in respect of any  sum due from it in any currency (the “Primary Currency”) to any Lender or the Agent hereunder  shall, notwithstanding any judgment in any other currency, be discharged only to the extent that  on the Business Day following receipt by such Lender or the Agent (as the case may be), of any  sum adjudged to be so due in such other currency, such Lender or the Agent (as the case may be)  may in accordance with normal banking procedures purchase the applicable Primary Currency  with such other currency; if the amount of the applicable Primary Currency so purchased is less  than such sum due to such Lender or the Agent (as the case may be) in the applicable Primary  Currency, the Company and each other Borrower agrees, as a separate obligation and  notwithstanding any such judgment, to indemnify such Lender or the Agent (as the case may be)  against such loss, and if the amount of the applicable Primary Currency so purchased exceeds such  sum due to any Lender or the Agent (as the case may be) in the applicable Primary Currency, such  Lender or the Agent (as the case may be) agrees to remit to the Company or such other Borrower  such excess.  SECTION 9.13 Jurisdiction, Etc.  (a) Each of the parties irrevocably and  unconditionally agrees that it will not commence any action, litigation or proceeding of any kind  or description, whether in law or equity, whether in contract or in tort or otherwise, against any  party  hereto or any Related Party of the foregoing in any way relating to this Agreement or any  other Loan Document or the transactions relating hereto or thereto, in any forum other than the  courts of the State of New York sitting in New York County, and of the United States District  Court of the Southern District of New York, and any appellate court from any thereof, and each of  the parties hereto irrevocably and unconditionally submits to the jurisdiction of such  courts and  agrees that all claims in respect of any such action, litigation or proceeding may be heard and  determined in such New York State court or, to the fullest extent permitted by applicable law, in  such federal court.  The Company and each other Borrower hereby further irrevocably consent to  the service of process in any action or proceeding in such courts by the mailing thereof by any  parties hereto by registered or certified mail, postage prepaid, to the Company at its address  specified pursuant to Section 9.02.  Each of the parties hereto agrees that a final judgment in any  such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions  by suit on the judgment or in any other manner provided by law.  





 






   Interpublic Credit Agreement   95  (b) Each of the parties hereto irrevocably and unconditionally waives, to the  fullest extent it may legally and effectively do so, any objection that it may now or hereafter have  to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement  or any Notes in any New York State or federal court.  Each of the parties hereto hereby irrevocably  waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the  maintenance of such action or proceeding in any such court.  SECTION 9.14 Substitution of Currency.  If a change in any Committed  Currency or Committed L/C Currency occurs pursuant to any applicable law, rule or regulation of  any governmental, monetary or multi-national authority, this Agreement will be amended to the  extent determined by the Agent (acting reasonably and in consultation with the Company) to be  necessary to reflect the change in currency and to put the Lenders and the Company in the same  position, so far as possible, that they would have been in if no change in such Committed Currency  or Committed L/C Currency had occurred.  SECTION 9.15 No Liability Regarding Letters of Credit.  None of the Agent,  the Lenders nor any Issuing Bank, nor any of their Affiliates, or the respective directors, officers,  employees, agents and advisors of such Person or such Affiliate, shall have any liability or  responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or  any payment or failure to make any payment thereunder, or any error, omission, interruption, loss  or delay in transmission or delivery of any draft, notice or other communication under or relating  to any Letter of Credit (including any document required to make a drawing thereunder), any error  in interpretation of technical terms or any consequence arising from causes beyond the control of  the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse any  Issuing Bank from liability to the applicable Borrower to the extent of any direct damages (as  opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers  to the extent permitted by applicable law) suffered by such Borrower that are caused by such  Issuing Bank’s failure to exercise care when determining whether drafts and other documents  presented under a Letter of Credit comply with the terms thereof or any failure to honor a Letter  of Credit where such Issuing Bank is, under applicable law, required to honor it.  The parties hereto  expressly agree that, as long as the Issuing Bank has not acted with gross negligence or willful  misconduct, such Issuing Bank shall be deemed to have exercised care in each such determination.   In furtherance of the foregoing and without limiting the generality thereof, the parties agree that,  with respect to documents presented which appear on their face to be in substantial compliance  with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and  make payment upon such documents without responsibility for further investigation, regardless of  any notice or information to the contrary, or refuse to accept and make payment upon such  documents if such documents are not in strict compliance with the terms of such Letter of Credit.  SECTION 9.16 Patriot Act Notification.  Each Lender and the Agent (for itself  and not on behalf of any Lender) hereby notifies the Company and each other Borrower that  pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record  information that identifies each Borrower, which information includes the name and address of  each Borrower and other information that will allow such Lender or the Agent, as applicable, to  identify each Borrower in accordance with the Patriot Act.  Each Borrower shall  provide, to the  extent commercially reasonable, such information and take such actions as are reasonably  





 






   Interpublic Credit Agreement   96  requested by the Agent or any Lenders in order to assist the Agent and the Lenders in maintaining  compliance with the Patriot Act.  SECTION 9.17 No Fiduciary Duty.  The Agent, each Lender and their Affiliates  (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests  that conflict with those of the Borrowers.  The Borrowers agree that nothing in the Loan  Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or  other implied duty between the Lenders and any Borrower, its stockholders or its affiliates.  Each  Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents  are arm’s-length commercial transactions between the Lenders, on the one hand, and such  Borrower, on the other, (ii) in connection therewith and with the process leading to such transaction  each of the Lenders is acting solely as a principal and not the agent or fiduciary of such Borrower,  its management, stockholders, creditors or any other person, (iii) no Lender has assumed an  advisory or fiduciary responsibility in favor of such Borrower with respect to the transactions  contemplated hereby or the process leading thereto (irrespective of whether any Lender or any of  its affiliates has advised or is currently advising such Borrower on other matters) or any other  obligation to such Borrower except the obligations expressly set forth in the Loan Documents and  (iv) such Borrower has consulted its own legal and financial advisors to the extent it deemed  appropriate.  Each Borrower further acknowledges and agrees that it is responsible for making its  own independent judgment with respect to such transactions and the process leading thereto.  Each  Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature  or respect, or owes a fiduciary or similar duty to such Borrower, in connection with such  transaction or the process leading thereto.  SECTION 9.18 Acknowledgement and Consent to Bail-In of Certain Financial  Institutions.  Notwithstanding anything to the contrary in this Agreement or in any other  agreement, arrangement or understanding among any such parties, each party hereto acknowledges  that any liability of any Affected Financial Institution arising under this Agreement, to the extent  such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the  applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be  bound by:  (a) the application of any Write-Down and Conversion Powers by the  applicable Resolution Authority to any such liabilities arising hereunder which may be  payable to it by any party hereto that is an Affected Financial Institution; and  (b) the effects of any Bail-In Action on any such liability, including, if  applicable:  (i) a reduction in full or in part or cancellation of any such liability;  (ii) a conversion of all, or a portion of, such liability into shares or other  instruments of ownership in such Affected  Financial Institution, its parent  undertaking, or a bridge institution that may be issued to it or otherwise conferred  on it, and that such shares or other instruments of ownership will be accepted by it  in lieu of any rights with respect to any such liability under this Agreement; or  





 






   Interpublic Credit Agreement   97  (iii) the variation of the terms of such liability in connection with the  exercise of the Write-Down and Conversion Powers of the applicable Resolution  Authority.  [REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]     





 






   Interpublic Credit Agreement   98  SECTION 9.19 Waiver of Jury Trial.  Each of the Company, each other  Borrower, the Agent and the Lenders hereby irrevocably waives, to the fullest extent permitted by  applicable law, all right to trial by jury in any action, proceeding or counterclaim (whether based  on contract, tort or otherwise) arising out of or relating to this Agreement or any Notes or the  actions of the Agent or any Lender in the negotiation, administration, performance or enforcement  thereof.  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be  executed by their respective officers thereunto duly authorized, as of the date first above written.  THE INTERPUBLIC GROUP OF  COMPANIES, INC.  By   /s/Alessandro Nisita   Name: Alessandro Nisita  Title: Senior Vice President of Finance and  Treasurer     





 






   Interpublic Credit Agreement   99  CITIBANK, N.A.,  as Agent  By   /s/Michael Vondriska   Name: Michael Vondriska  Title: Vice President  Initial Lenders  CITIBANK, N.A.  By   /s/Michael Vondriska   Name: Michael Vondriska  Title: Vice President  JPMORGAN CHASE BANK, N.A.  By   /s/Zachary Quan   Name: Zachary Quan  Title: Vice President  BANK OF AMERICA, N.A.  By   /s/Jana L. Baker   Name: Jana L. Baker  Title: Senior Vice President  MORGAN STANLEY BANK, N.A.  By   /s/Michael King   Name: Michael King  Title: Authorized Signatory  MUFG BANK, LTD.  By   /s/Heather T. Zimmermann   Name: Heather T. Zimmermann  Title: Managing Director  





 






   Interpublic Credit Agreement   100  BANCO BILBAO VIZCAYA ARGENTARIA,  S.A., NEW YORK BRANCH  By   /s/Brian Crowley   Name: Brian Crowley  Title: Managing Director  By   /s/Miriam Trautmann   Name: Miriam Trautmann  Title: Senior Vice President  BNP PARIBAS  By   /s/Maria Mulic   Name: Maria Mulic  Title: Managing Director  By   /s/Barbara Nash   Name: Barbara Nash  Title: Managing Director  HSBC BANK USA, NATIONAL  ASSOCIATION  By   /s/Tomoko Hoffman   Name: Tomoko Hoffman, #22682  Title: SVP  ING BANK N.V., DUBLIN BRANCH  By   /s/Barry Fehily   Name: Barry Fehily  Title: Managing Director  By   /s/Rosemary Healy   Name: Rosemary Healy  Title: Vice President  U.S. BANK NATIONAL ASSOCIATION  By   /s/Kelsey E. Hehman   Name: Kelsey E. Hehman  Title: Assistant Vice President  





 






   Interpublic Credit Agreement   101  WELLS FARGO BANK, NATIONAL  ASSOCIATION  By   /s/Tracy Parker   Name: Tracy Parker  Title: Senior Vice President  CITIZENS BANK, N.A.  By   /s/William J. O’Meara   Name: William J. O’Meara  Title: Senior Vice President  INTESA SANPAOLO S.P.A, NEW YORK  BRANCH.  By   /s/Glen Binder   Name: Glen Binder  Title: Global Relationship Manager  By   /s/Manuela Insana   Name: Manuela Insana  Title: Relationship Manager  PNC BANK, NATIONAL ASSOCIATION  By   /s/Blaise Schultheis   Name: Blaise Schultheis  Title: Vice President  BANK OF CHINA, NEW YORK BRANCH  By   /s/Raymond Qiao   Name: Raymond Qiao  Title: Executive Vice President     





 






   Interpublic Credit Agreement   102  DANSKE BANK A/S  By   /s/Michelle F. Skydsgaard   Name: Michelle F. Skydsgaard  Title: Head of Loan Support FI  By   /s/Jergen Linnet   Name: Jergen Linnet  Title: Chief Loan Manager  ABSA BANK LIMITED (acting through its  Corporate and Investment and Banking division)  By   /s/Chetan Jeeva   Name: Chetan Jeeva  Title: Authorised  By   /s/Collin Talenga   Name: Collin Talenga  Title: Authorised    





 






  SCHEDULE I    COMMITMENTS   Interpublic Credit Agreement    Name of Initial Lender  Revolving Credit  Commitment  Letter of Credit  Commitment  Citibank, N.A. .................................  $215,000,000   JPMorgan Chase Bank, N.A. ..........  $215,000,000 $50,000,000  Bank of America, N.A. ...................  $215,000,000   Morgan Stanley Bank, N.A. ............  $86,000,000   MUFG Bank, Ltd. ...........................  $65,000,000   Banco Bilbao Vizcaya Argentaria,  S.A., New York Branch ................  $76,500,000   BNP Paribas ....................................  $76,500,000   HSBC Bank USA, National  Association ...................................  $76,500,000   ING Bank N.V., Dublin Branch ......  $76,500,000   U.S. Bank National Association......  $76,500,000   Wells Fargo Bank, National  Association ...................................  $76,500,000   Citizens Bank, N.A. ........................  $50,000,000   Intesa Sanpaolo S.p.A., New York  Branch...........................................  $50,000,000   PNC Bank, National Association ....  $50,000,000   Bank of China, New York Branch ..  $35,000,000   Danske Bank A/S ............................  $35,000,000   Absa Bank Limited (acting through  its Corporate and Investment  Banking division) .........................  $25,000,000   Total: $1,500,000,000 $50,000,000      





 






  SCHEDULE 2.01(B)    EXISTING LETTERS OF CREDIT   Interpublic Credit Agreement  LC Issuing Bank LC Expiry Date  Closing Balance  (as of 10/28/21)  JP Morgan Chase 9/29/2029 $ 3,612,583.50  JP Morgan Chase 12/31/2021 $ 3,219,570.00  JP Morgan Chase 4/30/2022 $ 1,299,524.52  JP Morgan Chase 6/30/2022 $ 730,000.00  JP Morgan Chase 2/28/2022 $ 718,000.00  JP Morgan Chase 6/21/2022 $ 625,000.00  JP Morgan Chase 1/31/2022 $ 240,000.00  JP Morgan Chase 10/31/2023 $ 94,500.00  JP Morgan Chase 7/29/2022 $ 63,613.00  JP Morgan Chase 2/28/2022 $ 50,000.00   GRAND TOTAL: $ 10,652,791.02      





 






  EXHIBIT A    FORM OF NOTE     Interpublic Credit Agreement     U.S.$_______________ Dated:  _______________, 20__  FOR VALUE RECEIVED, the undersigned, [THE INTERPUBLIC GROUP OF  COMPANIES, INC., a Delaware corporation][Name of Designated Subsidiary] (the “Borrower”),  HEREBY PROMISES TO PAY to ________________________ (the “Lender”) or its registered  assigns for the account of its Applicable Lending Office on the Termination Date applicable to the  Lender (each as defined in the Credit Agreement referred to below) the principal sum of  U.S.$[amount of the Lender’s Revolving Credit Commitment in figures] or, if less, the aggregate  principal amount of the Advances made by the Lender to the Borrower pursuant to the Amended  and Restated Credit Agreement dated as of November 1, 2021 among The Interpublic Group of  Companies, Inc., the Lender and certain other lenders parties thereto and Citibank, N.A., as Agent  for the Lender and such other lenders (as amended or modified from time to time, the “Credit  Agreement”; the terms defined therein being used herein as therein defined) outstanding on such  date.  The Borrower promises to pay interest on the unpaid principal amount of each  Advance and from the date of such Advance until such principal amount is paid in full, at such  interest rates, and payable at such times, as are specified in the Credit Agreement.  Both principal and interest in respect of each Advance (i) in Dollars are payable in  lawful money of the United States of America to the Agent at its account maintained at 399 Park  Avenue, New York, New York 10043, in same day funds and (ii) in any Committed Currency are  payable in such currency at the applicable Payment Office in same day funds.  Each Advance  owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made  on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof,  endorsed on the grid attached hereto which is part of this Promissory Note.  This Promissory Note is one of the Notes referred to in, and is entitled to the  benefits of, the Credit Agreement.  The Credit Agreement, among other things, (i) provides for the  making of Advances by the Lender to the Borrower from time to time in an aggregate amount not  to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness  of the Borrower resulting from each such Advance being evidenced by this Promissory Note,  (ii) contains provisions for determining the Dollar Equivalent of Advances denominated in  Committed Currencies and (iii) contains provisions for acceleration of the maturity hereof upon  the happening of certain stated events and also for prepayments on account of principal hereof  prior to the maturity hereof upon the terms and conditions therein specified.     





 






   Interpublic Credit Agreement   2    This Promissory Note shall be governed by, and construed in accordance with, the  laws of the State of New York without giving effect to conflicts of law provisions that might  require application of the laws of a different jurisdiction.  [THE INTERPUBLIC GROUP OF  COMPANIES, INC.][NAME OF DESIGNATED  SUBSIDIARY]  By      Name:  Title:    





 






  EXHIBIT A    FORM OF NOTE     Interpublic Credit Agreement   3    ADVANCES AND PAYMENTS OF PRINCIPAL  Date  Amount of  Advance  Amount of  Principal Paid  or Prepaid  Unpaid  Principal  Balance  Notation Made  By                                                                                                                                                            





 






  EXHIBIT B    NOTICE OF BORROWING     Interpublic Credit Agreement  Citibank, N.A., as Agent  for the Lenders parties  to the Credit Agreement  referred to below  Building Ops II  One Penns Way  New Castle, Delaware 19720  [Date]  Attention:  Bank Loan Syndications Department  Ladies and Gentlemen:  The undersigned, [The Interpublic Group of Companies, Inc.][Name of Designated  Subsidiary], refers to the Amended and Restated Credit Agreement dated as of November 1, 2021  (the “Credit Agreement”; the terms defined therein being used herein as therein defined), among  The Interpublic Group of Companies, Inc., the Lender and certain other lenders parties thereto and  Citibank, N.A., as Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to  Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the  Credit Agreement, and in that connection sets forth below the information relating to such  Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the Credit Agreement:  (i) The Business Day of the Proposed Borrowing is _______________,  20__.  (ii) The Type of Advances comprising the Proposed Borrowing is [Base  Rate Advances] [Term SOFR Advances] [EURIBOR Advances] [SONIA  Advances].  (iii) The aggregate amount of the Proposed Borrowing is  [$_______________][for a Borrowing in a Committed Currency, list currency and  amount of Borrowing].  (iv) [The initial Interest Period for each EURIBOR Advance made as  part of the Proposed Borrowing is _____ month[s].]  (v) The undersigned hereby certifies that the following statements will  be true on the date of the Proposed Borrowing:  (A) the representations and warranties contained in Section 4.01 of the  Credit Agreement (other than the representations set forth in the last sentence of  subsection (e) thereof and in subsection (f)(i) thereof) [and in the Designation  Agreement of the undersigned] are correct in all material respects (or, in the case  of any such representation or warranty already qualified by materiality or Material  Adverse Effect, in all respects), before and after giving effect to the Proposed  





 






   Interpublic Credit Agreement   2  Borrowing and to the application of the proceeds therefrom, as though made on and  as of such date; and  (B) no event has occurred and is continuing, or would result from such  Proposed Borrowing or from the application of the proceeds therefrom, that  constitutes a Default.  Very truly yours,  [THE INTERPUBLIC GROUP OF  COMPANIES, INC.][DESIGNATED  SUBSIDIARY]  By      Name:  Title:    





 






  EXHIBIT C – FORM OF    ASSIGNMENT AND ASSUMPTION     Interpublic Credit Agreement  ASSIGNMENT AND ASSUMPTION  This Assignment and Assumption (the “Assignment and Assumption”) is dated as  of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor  identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item  2 below ([the][each, an] “Assignee”).  [It is understood and agreed that the rights and obligations  of [the Assignors][the Assignees]3 hereunder are several and not joint.]4  Capitalized terms used  but not defined herein shall have the meanings given to them in the Credit Agreement identified  below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged  by [the][each] Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto  are hereby agreed to and incorporated herein by reference and made a part of this Assignment and  Assumption as if set forth herein in full.  For an agreed consideration, [the][each] Assignor hereby irrevocably sells and  assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably  purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance  with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date  inserted by the Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’]  rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under  the Credit Agreement and any other documents or instruments delivered pursuant thereto to the  extent related to the amount and percentage interest identified below of all of such outstanding  rights and obligations of [the Assignor][the respective Assignors] under the respective facilities  identified below (including without limitation any letters of credit, and guarantees included in such  facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits,  causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective  Assignors (in their respective capacities as Lenders)] against any Person, whether known or  unknown, arising under or in connection with the Credit Agreement, any other documents or  instruments delivered pursuant thereto or the loan transactions governed thereby or in any way  based on or related to any of the foregoing, including, but not limited to, contract claims, tort  claims, malpractice claims, statutory claims and all other claims at law or in equity related to the  rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations  sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii)  above being referred to herein collectively as [the][an] “Assigned Interest”).  Each such sale and                                                    1  For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is  from a single Assignor, choose the first bracketed language.  If the assignment is from multiple Assignors,  choose the second bracketed language.  2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a  single Assignee, choose the first bracketed language.  If the assignment is to multiple Assignees, choose the  second bracketed language.  3 Select as appropriate.  4 Include bracketed language if there are either multiple Assignors or multiple Assignees.  





 






   Interpublic Credit Agreement   -2-  assignment is without recourse to [the][any] Assignor and, except as expressly provided in this  Assignment and Assumption, without representation or warranty by [the][any] Assignor.  1. Assignor[s]:        [Assignor [is] [is not] a Defaulting Lender]  2. Assignee[s]: ______________________________      [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]  3. Borrower(s): The Interpublic Group of Companies, Inc. and its Designated  Subsidiaries  4. Agent: Citibank, N.A., as the administrative agent under the Credit  Agreement  5. Credit Agreement: The Amended and Restated Credit Agreement dated as of  November 1, 2021 among The Interpublic Group of Companies,  Inc., the Lenders parties thereto, Citibank, N.A., as administrative  agent, and the other agents parties thereto  6. Assigned Interest[s]:  Assignor[s]5 Assignee[s]6 Facility  Assigned7  Aggregate Amount of  Commitment/Advances  for all Lenders8  Amount of  Commitment/Advances  Assigned8  Percentage  Assigned of  Commitment/  Advances9  CUSIP  Number     $ $ %      $ $ %      $ $ %                                                       5  List each Assignor, as appropriate.  6 List each Assignee, as appropriate.  7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being  assigned under this Assignment (e.g., “Revolving Credit Commitment,” “Term Loan Commitment,” etc.)  8 Amount to be adjusted by the counterparties to take into account any payments or prepayments made  between the Trade Date and the Effective Date.  9 Set forth, to at least 9 decimals, as a percentage of the Commitment/ Advances of all Lenders thereunder.  





 






   Interpublic Credit Agreement   -3-  [7. Trade Date: ______________]10  [Page break]                                                       10 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to  be determined as of the Trade Date.  





 






   Interpublic Credit Agreement   -4-  Effective Date:   _____________ ___, 20___ [TO BE INSERTED BY AGENT AND WHICH  SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE  REGISTER THEREFOR.]  The terms set forth in this Assignment and Assumption are hereby agreed to:  ASSIGNOR[S]11  [NAME OF ASSIGNOR]  By      Title:  [NAME OF ASSIGNOR]  By      Title:  ASSIGNEE[S]12  [NAME OF ASSIGNEE]  By      Title:  [NAME OF ASSIGNEE]  By      Title:  [Consented to and]13 Accepted:  [NAME OF AGENT], as  Agent  By      Title:                                                    11 Add additional signature blocks as needed.  12 Add additional signature blocks as needed.  13 To be added only if the consent of the Agent is required by the terms of the Credit Agreement.  





 






   Interpublic Credit Agreement   -5-  [Consented to:]14  [NAME OF RELEVANT PARTY]  By      Title:                                                      14 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the  terms of the Credit Agreement.  





 






  ANNEX 1     Interpublic Credit Agreement  STANDARD TERMS AND CONDITIONS FOR  ASSIGNMENT AND ASSUMPTION  1. Representations and Warranties.  1.1 Assignor[s].  [The][Each] Assignor (a) represents and warrants that (i) it is  the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned  Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power  and authority, and has taken all action necessary, to execute and deliver this Assignment and  Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a  Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties  or representations made in or in connection with the Credit Agreement or any other Loan  Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value  of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower,  any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document,  or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any  other Person of any of their respective obligations under any Loan Document.  1.2. Assignee[s].  [The][Each] Assignee (a) represents and warrants that (i) it  has full power and authority, and has taken all action necessary, to execute and deliver this  Assignment and Assumption and to consummate the transactions contemplated hereby and to  become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee  under Section 9.07(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any,  as may be required under Section 9.07(b)(iii) of the Credit Agreement), (iii) from and after the  Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder  and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender  thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented  by the Assigned Interest and either it, or the Person exercising discretion in making its decision to  acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a  copy of the Credit Agreement, and has received or has been accorded the opportunity to receive  copies of the most recent financial statements delivered pursuant to Section 5.01(h) thereof, as  applicable, and such other documents and information as it deems appropriate to make its own  credit analysis and decision to enter into this Assignment and Assumption and to purchase  [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Agent or  any other Lender and based on such documents and information as it has deemed appropriate,  made its own credit analysis and decision to enter into this Assignment and Assumption and to  purchase [the][such] Assigned Interest, and (vii) if it is a Lender organized under the laws of a  jurisdiction outside  the United States, attached to the Assignment and Assumption is any  documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly  completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and  without reliance on the Agent, [the][any] Assignor or any other Lender, and based on such  documents and information as it shall deem appropriate at the time, continue to make its own credit  decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in  accordance with their terms all of the obligations which by the terms of the Loan Documents are  required to be performed by it as a Lender.  





 






   Interpublic Credit Agreement  2. Payments.  From and after the Effective Date, the Agent shall make all  payments in respect of [the][each] Assigned Interest (including payments of principal, interest,  fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior  to, on or after the Effective Date.  The Assignor[s] and the Assignee[s] shall make all appropriate  adjustments in payments by the Agent for periods prior to the Effective Date or with respect to the  making of this assignment directly between themselves.  3. General Provisions.  This Assignment and Assumption shall be binding  upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.   This Assignment and Assumption may be executed in any number of counterparts, which together  shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this  Assignment and Assumption by electronic medium or facsimile shall be effective as delivery of a  manually executed counterpart of this Assignment and Assumption.  This Assignment and  Assumption shall be governed by, and construed in accordance with, the law of the State of New  York.    





 






  EXHIBIT D-1 - FORM OF    OPINION OF WILLKIE FARR &    GALLAGHER LLP     Interpublic Credit Agreement  [Restatement Date]      





 






  EXHIBIT D-2 - FORM OF    OPINION OF IN-HOUSE COUNSEL     OF THE COMPANY   Interpublic Credit Agreement  [Restatement Date]  To each of the Lenders parties  to the Credit Agreement (as defined below),  among The Interpublic Group of Companies, Inc.,  said Lenders and Citibank, N.A.,  as Agent for said Lenders, and  to Citibank, N.A., as Agent  Credit Agreement  Ladies and Gentlemen:  This opinion is furnished to you pursuant to Section 3.01(d)(iv) of the Amended  and Restated Credit Agreement dated as of November 1, 2021 (the “Credit Agreement”), among  The Interpublic Group of Companies, Inc. (the “Company”), the Lenders parties thereto and  Citibank, N.A., as Agent for said Lenders.  Terms defined in the Credit Agreement are used herein  as therein defined.  I have acted as General Counsel for the Company in connection with the  preparation, execution and delivery of the Credit Agreement.  In arriving at the opinions expressed below, I have examined the following  documents:  (1) An executed copy of the Credit Agreement.  (2) The documents furnished by the Company pursuant to Article III of the  Credit Agreement.  (3) A copy of the Restated Certificate of Incorporation of the Company and all  amendments thereto (the “Charter”).  (4) A copy of the by-laws of the Company and all amendments thereto (the  “By-laws”).  (5) A certificate of the Secretary of State of Delaware, dated __________,  2021, attesting to the continued corporate existence and good standing of the Company in  that State.  In addition, I have examined the originals, or copies certified or otherwise identified  to my satisfaction, of such other corporate records of the Company, certificates of public officials  and of officers of the Company and such other persons as I have deemed necessary as a basis for  the opinions expressed below.  





 






   Interpublic Credit Agreement   -2-  In rendering the opinions expressed below, I have assumed the authenticity of all  documents submitted to me as originals and the conformity to the originals of all documents  submitted to me as copies.  In addition, I have assumed and have not verified the accuracy as to  factual matters of each document I have reviewed (including, without limitation, the accuracy of  the representations and warranties of the Company in the Credit Agreement).  Based upon the foregoing and subject to the further assumptions and qualifications  set forth below, it is my opinion that:  1. The Company is a corporation validly existing and in good standing under  the laws of the State of Delaware.  2. The execution, delivery and performance by the Company of the Credit  Agreement and the Notes to be delivered by it, and the consummation of the transactions  contemplated thereby, are within the Company’s corporate powers, have been duly  authorized by all necessary corporate action, and do not contravene (i) the Charter or the  By-laws or (ii) any material contractual or legal restriction known to me contained in any  material document to which the Company is a party or by which it is bound.  The Credit  Agreement and the Notes have been duly executed and delivered on behalf of the  Company.  3. To the best of my knowledge, no authorization, approval or other action by,  and no notice to or filing with, any third party is required for the execution, delivery and  performance by the Company of the Credit Agreement and the Notes.  4. To the best of my knowledge, there are no pending or overtly threatened  actions or proceedings against the Company or any of its Consolidated Subsidiaries before  any court, governmental agency or arbitrator that purport to affect the validity, binding  effect or enforceability of the Credit Agreement or any of the Notes or the consummation  of the transactions contemplated thereby or, except as disclosed in the Company’s reports  filed with the Securities and Exchange Commission prior to the Restatement Date, that are  likely to have a materially adverse effect upon the financial condition or operations of the  Company and its Consolidated Subsidiaries taken as a whole.  With regard to clause (ii) of paragraph 2 above, I express no opinion as to whether  the deposit of cash into the L/C Cash Deposit Account would be permissible under the applicable  lien covenants (all of which permit the Company to create liens in an amount based on its  consolidated net worth) at the time such cash is provided.  The foregoing opinions are limited to the law of the State of New York, the General  Corporation Law of the State of Delaware and the Federal law of the United States.  I am furnishing this opinion letter to you solely for your benefit in connection with  the Credit Agreement.  This opinion letter is not to be used, circulated, quoted or otherwise referred  to for any other purpose.  Notwithstanding the foregoing, a copy of this opinion letter may be  furnished to, and relied upon by, your successors and a permitted transferee who becomes a party  to the Credit Agreement as a Lender thereunder, and you or any such successor or transferee may  show this opinion to any governmental authority pursuant to requirements of applicable law or  





 






   Interpublic Credit Agreement   -3-  regulations.  The opinions expressed herein are, however, rendered on and as of the date hereof,  and I assume no obligation to advise you or any such transferee or governmental authority or any  other person, or to make any investigations, as to any legal developments or factual matters arising  subsequent to the date hereof that might affect the opinions expressed herein.  Very truly yours,      Andrew Bonzani, General Counsel    





 






  EXHIBIT E - FORM OF    DESIGNATION AGREEMENT   Interpublic Credit Agreement     [DATE]  To each of the Lenders  parties to the Credit Agreement  (as defined below) and to Citibank, N.A.  as Agent for such Lenders  Ladies and Gentlemen:  Reference is made to the Amended and Restated Credit Agreement dated as of  November 1, 2021 among The Interpublic Group of Companies, Inc. (the “Company”), the  Lenders parties thereto and Citibank, N.A., as Agent for said Lenders (the “Credit Agreement”).   Terms used herein and defined in the Credit Agreement shall have the respective meanings  ascribed to such terms in the Credit Agreement.  Please be advised that the Company hereby designates its undersigned Subsidiary,  ____________ (“Designated Subsidiary”), as a “Designated Subsidiary” under and for all  purposes of the Credit Agreement.  The Designated Subsidiary, in consideration of each Lender’s agreement to extend  credit to it under and on the terms and conditions set forth in the Credit Agreement, does hereby  assume each of the obligations imposed upon a “Designated Subsidiary” and a “Borrower” under  the Credit Agreement and agrees to be bound by the terms and conditions of the Credit Agreement.   In furtherance of the foregoing, the Designated Subsidiary hereby represents and warrants to each  Lender as follows:  (a) The Designated Subsidiary is a corporation duly organized, validly existing  and in good standing under the laws of ______________________.  (b) The execution, delivery and performance by the Designated Subsidiary of  this Designation Agreement, the Credit Agreement and the Notes to be delivered by it are  within the Designated Subsidiary’s corporate powers, have been duly authorized by all  necessary corporate action and do not contravene (i) the Designated Subsidiary’s charter  or by-laws or (ii) any law, rule or regulation applicable to  the Designated Subsidiary or  (iii) any material contractual or legal restriction binding on the Designated Subsidiary.  The  Designation Agreement and the Notes delivered by it have been duly executed and  delivered on behalf of  the Designated Subsidiary.  (c) No authorization or approval or other action by, and no notice to or filing  with, any governmental authority or regulatory body is required for the due execution,  delivery and performance by the Designated Subsidiary of this Designation Agreement,  the Credit Agreement or the Notes to be delivered by it.  (d) This Designation Agreement is, and the Notes to be delivered by the  Designated Subsidiary when delivered will be, legal, valid and binding obligations of the  





 






   Interpublic Credit Agreement   2  Designated Subsidiary enforceable against the Designated Subsidiary in accordance with  their respective terms.  (e) There is no pending or, to the knowledge of the Designated Subsidiary ,  threatened action, suit, investigation or proceeding affecting the Designated Subsidiary or  any of its Subsidiaries before any court, governmental agency or arbitrator which purports  to affect the legality, validity or enforceability of this Designation Agreement, the Credit  Agreement or any Note of the Designated Subsidiary.  [(f) The information included in the Beneficial Ownership Certification  provided by the Designated Subsidiary to any Lender pursuant to the provisions of the  Credit Agreement is true and correct in all respects as of the date hereof.]  The Designated Subsidiary hereby agrees that service of process in any action or  proceeding brought in any New York State court or in federal court may be made upon the  Company at its offices at 909 Third Avenue, New York, New York  10022, Attention:   __________ (the “Process Agent”) and the Designated Subsidiary hereby irrevocably appoints the  Process Agent to give any notice of any such service of process, and agrees that the failure of the  Process Agent to give any notice of any such service that the Process Agent receives shall not  impair or affect the validity of such service or of any judgment rendered in any action or  proceeding based thereon.  The Company hereby accepts such appointment as Process Agent and agrees with  you that (i) the Company will maintain an office in New York, New York through the Termination  Date and will give the Agent prompt notice of any change of address of the Company, (ii) the  Company will perform its duties as Process Agent to receive on behalf of the Designated  Subsidiary service of copies of the summons and complaint and any other process that are served  upon the Company as Process Agent in any action or proceeding in any New York State or federal  court sitting in New York City arising out of or relating to the Credit Agreement and (iii) the  Company will forward forthwith to the Designated Subsidiary at its address at  ___________________ or, if different, its then current address, copies of any summons, complaint  and other process which the Company received in connection with its appointment as Process  Agent.  This Designation Agreement shall be governed by, and construed in accordance  with, the laws of the State of New York without giving effect to conflicts of law provisions that  might require application of the laws of a different jurisdiction.  Very truly yours,  THE INTERPUBLIC GROUP OF COMPANIES,  INC.  By     Name:  Title:  





 






   Interpublic Credit Agreement   3  [THE DESIGNATED SUBSIDIARY]  By    Name:  Title:    





 






  EXHIBIT F - FORM OF    ASSUMPTION AGREEMENT   Interpublic Credit Agreement  Reference is made to the Amended and Restated Credit Agreement dated as of  November 1, 2021 (as amended or modified from time to time, the “Credit Agreement”) among  The Interpublic Group of Companies, Inc., a Delaware corporation (the “Company”), the Lenders  (as defined in the Credit Agreement) and Citibank, N.A., as Agent for the Lenders (the “Agent”).   Terms defined in the Credit Agreement and not defined herein are used herein with the same  meaning.  The undersigned hereby agrees as follows:  1. The undersigned proposes to become an Assuming Lender pursuant to  Section 2.18 or Section 2.20 of the Credit Agreement and, in that connection, hereby agrees with  the Agent and the Company that, after giving effect to the Increase Date, the undersigned’s  Revolving Credit Commitment will be $__________.  2. The undersigned (i) confirms that it has received a copy of the Credit  Agreement, together with copies of the financial statements referred to in Section 4.01(e) thereof  and such other documents and information as it has deemed appropriate to make its own credit  analysis and decision to enter into this Assumption Agreement; (ii) agrees that it will,  independently and without reliance upon the Agent or any other Lender and based on such  documents and information as it shall deem appropriate at the time, make its own credit decisions  in taking or not taking action under the Credit Agreement; (iii) confirms that it is an Eligible  Assignee; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to  exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by  the terms thereof, together with such powers and discretion as are reasonably incidental thereto;  (v) agrees that it will perform in accordance with their terms all of the obligations that by the terms  of the Credit Agreement are required to be performed by it as a Lender; and (vi) attaches any U.S.  Internal Revenue Service forms required under Section 2.14 of the Credit Agreement.  3. Following the execution of this Assumption Agreement, it will be delivered  to the Agent for acceptance and recording by the Agent.  The effective date for this Assumption  Agreement (the “Increase Date”) shall be __________, 20__.  4. Upon such acceptance and recording by the Agent, as of the Increase Date,  the undersigned shall be a party to the Credit Agreement with a Revolving Credit Commitment as  set forth in Paragraph 1 above.  5. This Assumption Agreement shall be governed by, and construed in  accordance with, the laws of the State of New York without giving effect to conflicts of law  provisions that might require application of the laws of a different jurisdiction.  6. This Assumption Agreement may be executed in any number of  counterparts and by different parties hereto in separate counterparts, each of which when so  executed shall be deemed to be an original and all of which taken together shall constitute one and  the same agreement.  Delivery of an executed counterpart of this Assumption Agreement in an  electronic medium shall be effective as delivery of a manually executed counterpart of this  Assumption Agreement.  





 






   Interpublic Credit Agreement   ii  IN WITNESS WHEREOF, the undersigned has caused this Assumption  Agreement to be executed by its officers thereunto duly authorized as of the date specified thereon.  [NAME OF ASSUMING LENDER], as Assuming  Lender  By     Title:  Dated:  _________________, 20__  Applicable Lending Office:  Accepted and Approved this  _____ day of __________, 20__  CITIBANK, N.A., as Agent  By    Title:  Approved this ___ day  of __________, 20__  THE INTERPUBLIC GROUP OF COMPANIES, INC.  By    Title: