AMENDMENT NO. 6 TO CREDIT AGREEMENT
AMENDMENT NO. 6, dated as of August 28, 1997, to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 30, 1992, as amended on April 30, 1993, October 5, 1993,
August 15, 1994, December 1, 1994, and August 3, 1995 (the
"Agreement"), between The Interpublic Group of Companies, Inc.
(the "Borrower") and THE BANK OF NEW YORK (the "Bank").
SECTION 1. AMENDMENTS. (a) Section 2.1 of the Credit
Agreement is hereby amended by deleting the figure "$15,000,000"
on the fifth line therein and substituting for such figure the
figure "$20,000,000".
(b) Exhibit A to the Credit Agreement and the
corresponding Note delivered to the Bank thereunder are hereby
amended by deleting the figure "$15,000,000" on the top left
corner therein and substituting for such figure the figure
"$20,000,000".
(c) Upon the effectiveness of this Amendment pursuant to
Section 4 hereof the Bank shall be authorized to endorse on the
Note issued to it the following legend: "The Commitment of the
Bank reflected on the top left corner of this Note has been
increased to $20,000,000 pursuant to an Amendment dated as of
August 20, 1997 to the Credit Agreement referred to in this Note"
or a legend of similar effect.
SECTION 2. REPRESENTATIONS AND WARRANTIES. The Borrower
hereby represents and warrants to the Bank that: (a) the
representations and warranties set forth in Section 5 of the
Credit Agreement are true and correct on and as of the date
hereof as if made on and as of said date; (b) no Event of
Default specified in Section 7 of the Credit Agreement and no
event, which with the giving of notice or lapse of time or both,
would become such an Event of Default has occurred and is
continuing; (c) the execution, delivery and performance by the
Borrower of this Amendment are within the Borrower's corporate
powers, have been duly authorized by all necessary corporate
action, and do not contravene (i) the Borrower's charter of
bylaws, or (ii) law or any contractual restriction binding on or
affecting the Borrower; (d) no order, consent, authorization or
approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body, or any other person,
firm, corporation or other legal entity, is required for the due
execution, delivery and performance of this Amendment by the
Borrower; and (e) this Amendment is the legal, valid and
binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms.
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SECTION 3. MISCELLANEOUS. (a) Unless otherwise
specifically defined herein, each term used herein which is a
defined term shall have the meaning as defined in the Credit
Agreement; (b) each reference to "hereof", "hereunder", "herein"
and "hereby" and each other similar reference, and each reference
to "this Agreement" and each other similar reference contained in
the Credit Agreement shall from and after the date hereof refer
to the Credit Agreement as amended hereby; and (c) except as
specifically amended above, the Credit Agreement shall remain in
full force and effect and is hereby ratified and confirmed.
SECTION 4. COUNTERPARTS; EFFECTIVENESS. This Amendment
may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment shall
become effective as of the date hereof when the Bank shall have
received duly executed counterparts hereof signed by the parties
hereto. This Amendment shall be governed by and construed in
accordance with the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
XXXX X. XXXXXXX
XXXX X. XXXXXXX
VICE PRESIDENT & TREASURER
THE BANK OF NEW YORK
By: XXXXXXX X. PAN-KITA
XXXXXXX X. PAN-KITA
ASSISTANT VICE PRESIDENT
