Amended and Restated 364-Day Credit Agreement among True North Communications, Inc., Initial Lenders, and Citibank, N.A.

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Summary

This agreement is between True North Communications, Inc., a group of initial lenders, and Citibank, N.A. as administrative agent. It amends and restates a previous 364-day credit agreement, allowing True North to borrow up to $75 million for general corporate purposes. The agreement updates certain terms, including lender commitments and the loan termination date, and sets conditions for effectiveness, such as required signatures and legal opinions. The agreement remains in effect until May 25, 2001, unless terminated earlier under specified conditions.

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EX-10.11 3 a2043652zex-10_11.txt AMENDED AND RESTATED EXHIBIT 10.11 AMENDED AND RESTATED 364-DAY AGREEMENT DATED AS OF MAY 26, 2000 TRUE NORTH COMMUNICATIONS, INC., a Delaware corporation (the "BORROWER"), the banks, the financial institutions and other institutional lenders (collectively, the "INITIAL LENDERS") party hereto and CITIBANK, N.A., as administrative agent (together with any successor thereto appointed pursuant to Article VII of the Existing Credit Agreement referred to below, the "ADMINISTRATIVE AGENT") for the Lenders (as defined in the Existing Credit Agreement referred to below), hereby agree as follows: PRELIMINARY STATEMENTS (1) The Borrower is party to a 364-Day Credit Agreement dated as of May 29, 1998, amended and restated as of May 27, 1999 (as further amended, supplemented or otherwise modified from time to time to (but not including) the date of this Amendment and Restatement, the "EXISTING CREDIT AGREEMENT") with the banks, financial institutions and other institutional lenders party thereto and Citibank, N.A., as Administrative Agent for the Lenders and such other lenders. Capitalized terms not otherwise defined in this Amendment and Restatement shall have the same meanings as specified in the Existing Credit Agreement. (2) The parties to this Amendment and Restatement desire to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement in its entirety to read as set forth in the Existing Credit Agreement with the following amendments. (3) The Borrower has requested that the Lenders agree to extend credit to it from time to time in an aggregate principal amount of up to $75,000,000 for general corporate purposes of the Borrower and its Subsidiaries not otherwise prohibited under the terms of this Agreement. The Lenders have indicated their willingness to agree to extend credit to the Borrower from time to time in such amount on the terms and conditions of this Amendment and Restatement. SECTION 1. AMENDMENTS TO THE EXISTING CREDIT AGREEMENT. (a) Section 1.01 of the Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended by deleting the definitions of "COMMITMENT" and "REVOLVER TERMINATION DATE" set forth therein and replacing them, respectively, with the following new definitions thereof: "COMMITMENT" means, with respect to any Lender, the amount set forth in US Dollars opposite such Lender's name on Schedule I hereto under caption "COMMITMENT" or, if such Lender has entered into an Assignment and Acceptance, the amount set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(d) or, if such Lender has entered into an Assumption Agreement, the amount set forth as the Commitment of such Lender in its Assumption Agreement, in each case as such amount may be reduced pursuant to Section 2.05 or increased pursuant to Section 2.16. "REVOLVER TERMINATION DATE" means the earlier of (a) May 25, 2001, subject to the extension thereof pursuant to Section 2.17 and (b) the date of termination in whole of the aggregate Commitments pursuant to Section 2.05 or 6.01; PROVIDED, HOWEVER, that the Revolver Termination Date of any Lender that is a Non-Consenting Lender to any requested extension pursuant to Section 2.17 shall be the Revolver Termination Date in effect immediately prior to the applicable Extension Date for all purposes of this Agreement. (b) Section 5.02(d)(i) of the Existing Credit Agreement is amended in full to read as follows: (i) Investments existing on the date of this Agreement and any Investment in Modem Media.Poppe Tyson, Inc. (c) Schedule I to the Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, deleted in its entirety and replaced with Schedule I to this Amendment and Restatement. Section 2. CONDITIONS OF EFFECTIVENESS IF THIS AMENDMENT AND RESTATEMENT. This Amendment and Restatement shall become effective as of the date first above written (the "RESTATEMENT EFFECTIVE DATE") when and only if: (a) The Administrative Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Administrative Agent that such Initial Lender has executed this Amendment and Restatement. (b) The Administrative Agent shall have received for the benefit of each of the Initial Lenders a fee equal to 0.04% of the Commitment of each Initial Lender. (c) The Administrative Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Initial Lender: (i) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and Restatement and the Notes, if any, and the other documents to be delivered hereunder by the Borrower. (ii) A favorable opinion of the General Counsel of the Borrower, in form and substance reasonably satisfactory to the Agent. (d) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date. (e) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. SECTION 3. REFERENCE TO AND EFFECT ON THE EXISTING CREDIT AGREEMENT AND THE NOTES. (a) On and after the effectiveness of this Amendment and Restatement, each reference in the Existing Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Existing Credit Agreement, and each reference in the Notes to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Existing Credit Agreement, as amended by this Amendment and Restatement. (b) The Existing Credit Agreement and the Notes, as specifically amended by this Amendment and Restatement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (c) Without limiting any of the other provisions of the Existing Credit Agreement, as amended by this Amendment and Restatement, any references in the Existing Credit Agreement to the phrases "on the date hereof", "on the date of this Agreement" or words of similar import shall mean and be a reference to the date of the Existing Credit Agreement (which is May 29, 1998). SECTION 4. COSTS AND EXPENSES. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and Restatement, the Notes and the other documents to be delivered hereunder (including, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent with respect hereto and thereto) in accordance with the terms of Section 8.04 of the Existing Credit Agreement. SECTION 5. EXECUTION IN COUNTERPARTS. This Amendment and Restatement 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 and Restatement by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment and Restatement. SECTION 6. GOVERNING LAW. This Amendment and Restatement shall be governed by, and construed in accordance with, the laws of the State of New York. IN WITNESS WHEREOF, the parties hereto have caused the Amendment and Restatement to be executed by their respective officers thereunto duly authorized, as of the date first above written. THE BORROWER TRUE NORTH COMMUNICATIONS INC. By /s/ Kenneth J. Ashley -------------------------------- Name: Kenneth J. Ashley Title: VP & Treasurer THE AGENT CITIBANK, N.A. as Administrative Agent By /s/ Marjorie Futornick ------------------------------- Name: Marjorie Futornick Title: Vice President THE INTIAL LENDERS CITIBANK, N.A. By /s/ Marjorie Futornick -------------------------------- Name: Marjorie Futornick Title: Vice President BANK ONE, N.A. (Main Office Chicago) By /s/ Richard T. Bedell ------------------------------------------ Name: Richard T. Bedell Title: Vice President BANK OF AMERICA, N.A. By /s/ Timothy J. Pepowski ------------------------------------------ Name: Timothy J. Pepowski Title: Senior Vice President THE CHASE MANHATTAN BANK By /s/ Aldo Quini ------------------------------------------ Name: Aldo Quini Title: Vice President THE BANK OF TOKYO-MITSUBISHI, LTD CHICAGO BRANCH By /s/ Hisashi Miyashiro ------------------------------------------ Name: Hisashi Miyashiro Title: Deputy General Manager BANQUE NATIONALE DE PARIS By /s/ Arnaud Collin du Bocage ------------------------------------------ Name: Arnaud Collin du Bocage Title: Executive VP & General Manager THE NORTHERN TRUST COMPANY By /s/ Nicole Bahm ------------------------------------------ Name: Nicole Bahm Title: 2nd Vice President FLEET BANK, N.A. By /s/ Thomas J. Levy ------------------------------------------ Name: Thomas J. Levy Title: Vice President SCHEDULE 1 TO THE AMENDMENT AND RESTATEMENT COMMITMENTS AND APPLICABLE LENDING OFFICES
NAME OF INITIAL EUROCURRENCY LENDING LENDER COMMITMENT DOMESTIC LENDING OFFICE OFFICE - ------------------------ ------------------------ --------------------------- ---------------------------- Citibank, NA $18,000,000 Two Penns Way, Suite 200 Two Penns Way, Suite 200 New Castle, DE 19720 New Castle, DE 19720 Attn: Bilal Aman Attn: Bilal Aman Tel: (302) 894-6013 Tel: (302) 894-6013 Fax: (302) 894-6120 Fax: (302) 894-6120 Bank of America, NA $10,500,000 231 South LaSalle Street 231 South LaSalle Street 11th Floor 11th Floor Chicago, IL 60697 Chicago, IL 60697 Attn: Fred Johnson Attn: Fred Johnson Tel: (312) 828-6706 Tel: (312) 828-6706 Fax: (312) 974-1199 Fax: (312) 974-1199 Bank One, NA (Main $10,500,000 1 Bank One Plaza 1 Bank One Plaza Office Chicago) Suite 0088 1-14 Suite 0088 1-14 Chicago, IL 60670 Chicago, IL 60670 Attn: Richard Bedell Attn: Richard Bedell Tel: (312) 732-2413 Tel: (312) 732-2413 Fax: (312) 732-1117 Fax: (312) 732-1117 The Chase Manhattan Bank $10,500,000 600 Fifth Avenue 600 Fifth Avenue 5th Floor 5th Floor New York, NY 10020 New York, NY 10020 Attn: Tom Cox Attn: Tom Cox Tel: (212) 332-4355 Tel: (212) 332-4355 Fax: (212) 332-4370 Fax: (212) 332-4370 The Bank of $7,500,000 227 Monroe Street 227 Monroe Street Tokyo-Mitsubishi, Suite 2300 Suite 2300 Ltd., Chicago Branch Chicago, IL 60606 Chicago, IL 60606 Attn: Diane Tkach Attn: Diane Tkach Tel: (312) 696-4663 Tel: (312) 696-4663 Fax: (312) 696-4535 Fax: (312) 696-4535 Banque Nationale de $6,000,000 209 South LaSalle Street 209 South LaSalle Street Paris Chicago, IL 60604 Chicago, IL 60604 Attn: Jo Ellen Bender Attn: Jo Ellen Bender Tel: (312) 977-2225 Tel: (312) 977-2225 Fax: (312) 977-1380 Fax: (312) 977-1380 The Northern Trust $6,000,000 50 South LaSalle Street 50 South LaSalle Street Company Chicago, IL 60675 Chicago, IL 60675 Attn: Henry Gay Attn: Henry Gay Tel: (312) 444-3466 Tel: (312) 444-3466 Fax: (312) 444-5055 Fax: (312) 444-5055 Fleet Bank, NA $6,000,000 1185 Avenue of the Americas 1185 Avenue of the Americas New York, NY 10036 New York, NY 10036 Attn: Thomas Levy Attn: Thomas Levy Tel: (212) 819-5751 Tel: (212) 819-5751 Fax: (212) 819-4112 Fax: (212) 819-4112 TOTAL OF COMMITMENTS $75,000,000