Unassociated Document


    Exhibit
10.1

     

    AMENDMENT
NO. 1 TO THE

     3-YEAR
CREDIT AGREEMENT

     

    Dated as
of May 13, 2009

     

    AMENDMENT
NO. 1 TO THE 3-YEAR CREDIT AGREEMENT (this “Amendment”),
dated as of May 13, 2009 among The Interpublic Group of Companies, Inc., a
Delaware corporation (the “Company”),
the banks, financial institutions and other institutional lenders parties to the
Credit Agreement referred to below (collectively, the “Lenders”)
and Citibank, N.A., as administrative agent (the “Agent”)
for the Lenders.

     

    PRELIMINARY
STATEMENTS:

     

    (1)           The
Company, the Lenders and the Agent have entered into a 3-Year Credit Agreement
dated as of July 18, 2008 (the “Credit
Agreement”).  Capitalized terms used in this Amendment and not
otherwise defined in this Amendment shall have the same meanings as specified in
the Credit Agreement.

     

    (2)           The
Company, the Required Lenders and the Agent have agreed to amend the Credit
Agreement as hereinafter set forth.

     

    SECTION
1. Amendments
to the Credit Agreement.  The Credit Agreement is, effective as
of the date set forth above and subject to the satisfaction of the conditions
precedent set forth in Section 2, hereby amended as follows:

     

    (a) Section
1.01 is amended by adding the following proviso to the end of the definition of
“EBITDA”:

     

    ; provided,
that, in addition to (and without duplication of) the foregoing, in the
determination of operating income (or operating loss) for purposes hereof, any
and all effects of any GM Event (other than any cash charges related to
severance or lease termination costs) that result in reductions in operating
income (or increases in operating loss) in the financial statements of the
Company and/or any of its Subsidiaries shall be disregarded; provided,
further,
that the maximum aggregate amount of any cash charges that may be so disregarded
pursuant to this proviso shall be $150,000,000 and the maximum aggregate amount
of any non-cash charges that may be so disregarded pursuant to this proviso
shall be $100,000,000 (it being understood that non-cash charges resulting from
a GM Event in excess of such amount may be included with other non-cash charges
added back pursuant to clause (c) of this definition, to the extent otherwise
permitted by such clause (c)).

     

    (b) Section
1.01 is amended by adding the following new defined term in its appropriate
alphabetical order:

     

    “GM
Event” means any bankruptcy, liquidation or other event or circumstance
of the kind described in Section 6.01(e) hereof (without regard to the proviso
thereof or any grace period or notice provided for therein), or any
reorganization or restructuring outside of bankruptcy or other similar law,
occurring with respect to General Motors Corporation and/or any of its
Affiliates, or any other adverse change, event or circumstance with respect to
any such Person that results in charges, write-offs or other reductions in
operating income (or increases in operating loss) of the Company and/or its
Subsidiaries, and includes any of the foregoing events, changes or circumstances
with respect to automobile dealerships dealing in General Motors vehicles
following any GM Event with respect to General Motors Corporation and/or any of
its Affiliates.   


     

    SECTION
2. Conditions
of Effectiveness.  This Amendment shall become effective as of
the date first above written when, and only when, the Agent shall have received
counterparts of this Amendment executed by the Company and the Required Lenders
or, as to any of the Lenders, advice satisfactory to the Agent that such Lender
has executed this Amendment.

     

    SECTION
3. Representations
and Warranties of the Company.  The Company represents and
warrants as follows:

     

    (a) The
Company is a corporation duly organized, 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 Amendment and the
Credit Agreement and each of the Notes, as amended 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
Amendment or the Credit Agreement and the Notes, as amended
hereby.

     

    (d) This
Amendment has been duly executed and delivered by the Company.  This
Amendment and each of the Credit Agreement and the Notes, as amended hereby, are
legal, valid and binding obligations 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) 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 Amendment, the Credit
Agreement or any Note or the consummation of the transactions contemplated
hereby.

     

    
      	 
      


    

    SECTION
4. Reference
to and Effect on the Credit Agreement and the Notes.  (a) On
and after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import
referring to the Credit Agreement, and each reference in the Notes to “the
Credit Agreement”, “thereunder,” “thereof” or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment.

     

    (b)           The
Credit Agreement and the Notes, as specifically amended by this Amendment, are
and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed.

     

    (c)           The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Agent under the Credit Agreement, or constitute a waiver of
any provision of the Credit Agreement.

     

    (d)           Each
of the Agent and the Required Lenders signatory hereto hereby agrees and
confirms that, for purposes of determining whether any “Material Adverse Change”
or “Material Adverse Effect” exists or has occurred or will or may occur, with
respect to any representation, covenant or agreement or for any other purpose
under the Credit Agreement or this Amendment, any and all effects of a GM Event
shall be disregarded.

     

    SECTION
5. Costs
and Expenses.  The Company agrees to pay on demand all
reasonable costs and expenses of the Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 9.04 of the Credit
Agreement.

     

    SECTION
6. Execution
in Counterparts.  This Amendment 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 Amendment by telecopier
shall be effective as delivery of a manually executed counterpart of this
Amendment.

     

    SECTION
7. Governing
Law.  This Amendment 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 the application of the laws of a
different jurisdiction.

     


    
      
         


      

      
         


        
          
 

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized, effective as of the date
first above written.

        

    
       

    

    

     

    

    

     

    
      	 	THE INTERPUBLIC GROUP OF COMPANIES, INC.                        
	 	 
	 	By:  /s/ Ellen T. Johnson                                                 
	 	Title:  Senior Vice President and Treasurer
	 	 
	 	CITIBANK, N.A.,
	 	      as Agent, as Lender and as Issuing Bank
	 	 
	 	By   /s/ Shannon Sweeney                                              
	 	Title:  Vice President
	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 
	 	By:  /s/ Michelle Cipriani                                                
	 	Title:  Vice President
	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION
	 	 
	 	By:  /s/ Thomas T Rogers                                              
	 	Title: Senior Vice President
	 	 
	 	MORGAN STANLEY BANK
	 	 
	 	By:  /s/ Paul Fossati                                                       
	 	Title:  Authorized Signatory
	 	 
	 	 UBS LOAN FINANCE LLC
	 	 
	 	By:  /s/ Irja Otsa                                                              
	 	Title: Associate Director
	 	 
	 	By:  /s/ Marie Haddad                                                     
	 	Title: Associate Director
	 	 
	 	ING CAPITAL FINANCE
	 	 
	 	By:  /s/ Bill James                                                             
	 	Title: Managing  Director