AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT NO. 3, dated as of November 23, 1998, to the
Credit Agreement dated as of December 1, 1994, as amended on
August 3, 1995 and August 28, 1997 (the "Agreement"),
between The Interpublic Group of Companies, Inc. (the
"Borrower") and BANK OF AMERICA NT & SA (the "Bank").
SECTION 1. AMENDMENTS:
(a) Notwithstanding the dates specified in
Sections 1.1 and 2.13 of the Agreement
and subsequent correspondence, including
the letter dated September 20, 1996 from
the Borrower to the Bank extending the
Termination Date to December 1, 1998,
Section 1.1 is hereby amended by
changing the Termination Date to
"September 30, 2001".
(b) Section 2.1 of the Credit Agreement is
hereby amended by changing the figure on
the fifth line therein to the figure
"$25,000,000".
(c) Exhibit A to the Credit Agreement and
the corresponding Note delivered to the
Bank thereunder are hereby amended by
changing the figure on the top left
corner therein to the figure
"$25,000,000".
(d) 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 $25,000,000 pursuant
to an Amendment dated as of November 23,
1998 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 or by-laws, 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.
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.
BY: XXXX X.XXXXXXX
XXXX X. XXXXXXX
VICE PRESIDENT & TREASURER
BANK OF AMERICA NT & SA
BY: XXXXXXX X. XXXXXXX
XXXXXXX X. XXXXXXX
SENIOR VICE PRESIDENT
