U.S. $1,000,000,000 CREDIT AGREEMENT Dated as of July 18, 2008 AMENDED AND RESTATED as of April 23, 2010 further AMENDED AND RESTATED as of May 31, 2011 further AMENDED as of November 6, 2012 and as further AMENDED AND RESTATED as of December 12, 2013...

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		1
	SECTION 1.01.  Certain Defined Terms	1
	SECTION 1.02.  Computation of Time Periods	14
	SECTION 1.03.  Accounting Terms	14
ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT		15
	SECTION 2.01.  The Advances and Letters of Credit	15
	SECTION 2.02.  Making the Advances	16
	SECTION 2.03.  Issuance of and Drawings and Reimbursement Under Letters of Credit	18
	SECTION 2.04.  Fees	20
	SECTION 2.05.  Optional Termination or Reduction of the Revolving Credit Commitments	21
	SECTION 2.06.  Repayment	21
	SECTION 2.07.  Interest on Advances	22
	SECTION 2.08.  Interest Rate Determination	23
	SECTION 2.09.  Optional Conversion of Revolving Credit Advances	24
	SECTION 2.10.  Prepayments of Advances	24
	SECTION 2.11.  Increased Costs	25
	SECTION 2.12.  Illegality	26
	SECTION 2.13.  Payments and Computations	26
	SECTION 2.14.  Taxes	28
	SECTION 2.15.  Sharing of Payments, Etc.	29
	SECTION 2.16.  Evidence of Debt	30
	SECTION 2.17.  Use of Proceeds	30
	SECTION 2.18.  Increase in the Aggregate Revolving Credit Commitments	30
	SECTION 2.19.  Defaulting Lenders	32
	SECTION 2.20.  Extension of Termination Date	33
	SECTION 2.21.  Mitigation Obligations; Replacement of Lenders	33

 

 

 

 

Schedules
Schedule I	-	Commitments
Schedule 2.01(c)	-	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 ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	Public Debt Rating S&P/▇▇▇▇▇’▇/Fitch	Applicable Margin for Base Rate Advances	Applicable Margin for Eurocurrency Rate Advances
	▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇- / ▇▇ / ▇-	0.000%	0.875%
	▇▇▇▇▇ ▇ ▇▇▇▇  /  ▇▇▇▇ / BBB+	0.000%	0.975%
	▇▇▇▇▇ ▇ ▇▇▇/ ▇▇▇▇ / ▇▇▇	0.050%	1.050%
	▇▇▇▇▇ ▇ ▇▇▇- /  ▇▇▇▇ / ▇▇▇-	0.275%	1.275%
	▇▇▇▇▇ ▇ ▇▇ ▇ / ▇▇▇ / BB+	0.450%	1.450%
	▇▇▇▇▇ ▇ Ratings less than BB+/Ba1/BB+ (or unrated by S&P, ▇▇▇▇▇’▇ and Fitch)	0.600%	1.600%

	Public Debt Rating S&P/▇▇▇▇▇’▇/Fitch	Applicable Percentage
	▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇- / ▇▇ / ▇-	0.125%

	Level 2 BBB+  /  Baa1 / BBB+	0.150%
	▇▇▇▇▇ ▇ ▇▇▇/ ▇▇▇▇ / ▇▇▇	0.200%
	▇▇▇▇▇ ▇ ▇▇▇- /  ▇▇▇▇ / ▇▇▇-	0.225%
	▇▇▇▇▇ ▇ ▇▇ ▇ / ▇▇▇ / BB+	0.300%
	▇▇▇▇▇ ▇ Ratings less than BB+/Ba1/BB+  (or unrated by S&P, ▇▇▇▇▇’▇ and Fitch)	0.400%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advance denominated in Euros, on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open for payments in Euros).

 

 

 

 

 

 

 

 

 

 

 

or assumed in connection with the acquisition or disposition of assets or stock, whether by merger or otherwise.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

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 shall be one, two, three or six months or, subject to clause (iii) of this definition, nine or 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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, ▇▇▇▇▇’▇ or Fitch shall change its system of ratings designations, each reference to the Public Debt Rating announced by S&P, ▇▇▇▇▇’▇ 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 ▇▇▇-▇▇-▇▇ (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, (ii) without giving effect to any treatment of indebtedness under Accounting Standards Codification 159 (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 valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as capital lease obligations.

 

 

 

 

 

 

 

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(c), 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(c).  Each letter of credit listed on Schedule 2.01(c) 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.

 

 

 

 

such Borrowing.  Each Swing Line Bank shall, before 5:00 P.M. (New York City time) on the date of such Swing Line Borrowing, make such Swing Line Bank’s ratable portion of such Swing Line Borrowing available (based on the respective Swing Line Commitments of the Swing Line Banks) to the Agent at the Agent’s Account, in same day funds in Dollars.  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 at the Agent’s address referred to in Section 9.02.  The principal amount of any Swing Line Borrowing made pursuant to this Section 2.02(b) shall accrue interest at the Base Rate and shall be for the account of the Swing Line Bank from the date such funds are made available to such Borrower to the date on which each other Lender purchases from such Swing Line Bank and such Swing Line Bank sells and assigns to each such other Lender such other Lender’s Ratable Share of such outstanding Swing Line Advance pursuant to the immediately following sentence of this Section 2.02(b).  Upon written demand by any Swing Line Bank with a Swing Line Advance, with a copy of such demand to the Agent, each other Lender will purchase from such Swing Line Bank, and such Swing Line Bank shall sell and assign to each such other Lender, such other Lender’s Ratable Share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Agent for the account of such Swing Line Bank, by deposit or transfer to the Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender.  Each Borrower hereby agrees to each such sale and assignment.  Each Lender agrees to purchase its Ratable Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank which made such Advance, 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.  Upon any such assignment by a Swing Line Bank to any other Lender of a portion of a Swing Line Advance, such Swing Line Bank represents and warrants to such other Lender that such Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement, any Notes or any Borrower.  If and to the extent that any Lender shall not have so made the amount of such Swing Line 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 such Lender is required to have made such amount available to the Agent until the date such amount is paid to the Agent, at the Federal Funds Rate.  If such Lender shall pay to the Agent such amount for the account of such Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line Bank shall be reduced by such amount on such Business Day.  Each Lender acknowledges and agrees that its obligation to acquire interests in Swing Line Advances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.  Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(a) with respect to Advances made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Agent shall promptly pay to the applicable Swing Line Bank the amounts so received by it from the Lenders.

 

 

 

 

Lender to fund the Advance to be made by such Lender as part of such Revolving Credit Borrowing when such Advance, as a result of such failure, is not made on such date.

 

 

 

 

 

by a Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

 

 

 

 

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).

 

 

 

 

 

 

 

0.25% payable in arrears quarterly on 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, 2013, and on the Termination Date applicable to such Issuing Bank payable upon demand.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance in the Equivalent amount of Dollars, and

 

 

 

 

 

 

 

 

 

 

 

 

time as specified by 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.

 

 

 

 

 

 

 

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.

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

participations in the Revolving Credit Advances or Swing Line 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.

 

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

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).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

hereunder or to 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

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;

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

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 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 Consolidated Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (e); provided, that if any of the actions or events set forth above in this subsection (e) shall be taken in respect of, or occur with respect to, a Consolidated Subsidiary, such action or event shall not be the basis for or give rise to an Event of Default under this subsection (e) if (x) the assets or revenues of such Consolidated Subsidiary and its Consolidated Subsidiaries, taken as a whole, comprise 5% or less of the assets or revenues, respectively, of the Company and its Consolidated Subsidiaries, taken as a whole, and (y)  the aggregate assets and revenues of all Consolidated Subsidiaries otherwise subject to such actions or events set forth above do not comprise more than 15% of the assets or revenues, respectively, of the Company and its Consolidated Subsidiaries taken as a whole; or

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

 

 

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

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.

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

Vice President and General Counsel); if to any Initial Lender, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic 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 #3, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Bank Loan Syndications Department; 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)(i), (ii) or (iv) shall be delivered to the Agent as specified in Section 9.02(b) or as otherwise specified to the applicable Borrower by the Agent.  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 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.

 

 

 

 

 

 

with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, any Notes and the other documents to be 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).

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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(e) 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.

 

 

 

 

 

 

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 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 or (h) 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.

 

 

 

 

 

 

 

Thereafter, the Lenders shall be under no further obligation to make any Advance hereunder to such Designated Subsidiary.

 

 

 

 

 

 

 

 

 

 

 

 

 

(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.

 

 

 

	THE INTERPUBLIC GROUP OF COMPANIES, INC.
	By  /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:   Senior Vice President of Finance and Treasurer

	CITIBANK, N.A.,
	as Agent
	By  /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:     Vice President
	Initial Lenders
	CITIBANK, N.A.
	By  /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:     Vice President
	JPMORGAN CHASE BANK, N.A.
	By  /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:     Vice President
	BANK OF AMERICA, N.A.
	By  /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
	Name:  ▇▇▇▇ ▇. ▇▇▇▇▇
	Title:    Senior Vice President
	THE BANK OF TOKYO-MITSUBISHI UFJ., LTD.
	By  /s/ ▇▇▇▇ ▇▇▇▇▇▇
	Name:  ▇▇▇▇ ▇▇▇▇▇▇
	Title:    Director
	▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.
	By  /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
	Name:  ▇▇▇▇▇▇▇ ▇▇▇▇
	Title:     Vice President
	▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A.
	By  /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
	Name:  ▇▇▇▇▇▇▇ ▇▇▇▇
	Title:     Vice President

 

	BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH
	By  /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	Name:  ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	Title:     Executive Director
	By  /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:  ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:     Managing Director
	BARCLAYS BANK PLC
	By  /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
	Name:  ▇▇▇▇▇▇ ▇▇▇▇▇
	Title:    Vice President
	HSBC BANK USA, NATIONAL ASSOCIATION
	By  /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name:  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title:    Managing Director
	ING BANK N.V., DUBLIN BRANCH
	By  /s/ ▇▇▇▇▇ ▇▇▇▇▇
	Name:  ▇▇▇▇▇ ▇▇▇▇▇
	Title:     Director
	By  /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name:  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title:     Vice President
	LLOYDS BANK PLC
	By  /s/ ▇▇▇▇▇ ▇▇▇▇▇
	Name:  ▇▇▇▇▇ ▇▇▇▇▇
	Title:    Vice President
	By  /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:  ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:    Assistant Vice President
	RBS CITIZENS, N.A.
	By  /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:    Vice President
	U.S. BANK NATIONAL ASSOCIATION
	By  /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Name:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title:     Vice President

	▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
	By  /s/ ▇▇▇▇▇ DeSowa
	Name:  ▇▇▇▇▇ DeSowa
	Title:     Senior Vice President
	BANK OF CHINA, NEW YORK BRANCH
	By  /s/ ▇▇▇▇▇▇▇ ▇▇`
	Name:  ▇▇▇▇▇▇▇ ▇▇
	Title:    Executive Vice President
	DANSKE BANK A/S
	By  /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
	Name:  ▇▇▇▇▇ ▇▇▇▇▇▇
	Title:    Nordic Head of Loan Management
	By  /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
	Name:  ▇▇▇▇▇▇ ▇▇▇▇▇▇
	Title:    Chief Loan Manager
	INTESA SANPAOLO S.P.A., NEW YORK BRANCH
	By  /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:  ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:     VP & Relationship Manager
	By  /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name:  ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title:     FVP

 

 

Name of Initial Lender	Revolving Credit Commitment	Letter of Credit Commitment	Swing Line Commitment
Citibank, N.A.	$127,500,000		$25,000,000
Banco Bilbao Vizcaya Argentaria, S.A., New York Branch	$63,000,000
Bank of America, N.A.	$127,500,000
Bank of China, New York Branch	$25,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$51,100,000
Barclays Bank PLC	$63,000,000
Danske Bank A/S	$25,000,000
HSBC Bank USA, National Association	$63,000,000
ING Bank N.V., Dublin Branch	$45,000,000
Intesa Sanpaolo S.p.A., New York Branch	$25,000,000
JPMorgan Chase Bank, N.A.	$127,500,000	$200,000,000	$50,000,000
Lloyds Bank plc	$45,000,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.	$61,650,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.	$15,000,000
RBS Citizens, N.A.	$45,000,000
U.S. Bank National Association	$45,000,000
▇▇▇▇▇ Fargo Bank, National Association	$45,000,000
Total:	$1,000,000,000	$200,000,000	$75,000,000

 

	LC Issuing Bank	LC Expiry Date	Closing Balance
	▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇	9/30/2014	$50,000
	▇▇ ▇▇▇▇▇▇ Chase	7/1/2014	300,897
	▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇	2/28/2014	718,000
	▇▇ ▇▇▇▇▇▇ Chase	6/15/2014	50,000
	▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇	5/31/2014	12,500,000
	▇▇ ▇▇▇▇▇▇ Chase	1/31/2014	687,174
	Citibank, N.A.	7/18/2014	219,862.26
	Total		$14,525,933.26

 

 

 

 

 

 

 

 

 

 

 

 

Date	Amount of Advance	Amount of Principal Paid or Prepaid	Unpaid Principal Balance	Notation Made By

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	Very truly yours,
	[THE INTERPUBLIC GROUP OF
	COMPANIES, INC.][DESIGNATED SUBSIDIARY]
	By__________________________
	Title:

 

 

 

 

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.
4.	Administrative Agent:	Citibank, N.A., as the administrative agent under the Credit Agreement
5.	Credit Agreement:	The Credit Agreement dated as of July 18, 2008, amended and restated as of April 23, 2010, further amended and restated as of May 31, 2011, as amended as of November 6, 2012, and as further amended and restated as of December 12, 2013 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/Loans for all Lenders8	Amount of Commitment/Loans Assigned8	Percentage Assigned of Commitment/ Loans9	CUSIP Number
			$	$	%
			$	$	%
			$	$	%

[7.

Trade Date:

_____________]10

---

 

 

 

 

 

 

 

Effective Date:   _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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).

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT E - FORM OF DESIGNATION AGREEMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

enforceability of this Designation Agreement, the Credit Agreement or any Note of the Designated Subsidiary.

 

 

 

 

 

	Very truly yours,
	THE INTERPUBLIC GROUP OF COMPANIES, INC.
	By________________________
		Name:
		Title:
	[THE DESIGNATED SUBSIDIARY]
	By________________________
		Name:
		Title:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	[NAME OF ASSUMING LENDER], as Assuming Lender
	By_______________________
	Title:
	Dated:  _________________, 20__
	Domestic Lending Office:
	Eurodollar Lending Office: