NOTE
*U.S. $15,000,000 December 16, 1992
New York, New York
FOR VALUE RECEIVED, THE INTERPUBLIC GROUP OF COMPANIES,
INC., a Delaware corporation (the "Borrower"), hereby promises to
pay to the order of the THE FUJI BANK, LIMITED (the "Bank"), for
the account of its Applicable Lending Office, the unpaid
principal amount of each Loan made by the Bank to the Borrower
pursuant to the Credit Agreement referred to below on the last
day of the Interest Period relating to such Loan. THE Borrower
promises to pay interest on the unpaid principal amount of each
such Loan on the dates and at the rate or rates provided for in
the Credit Agreement.
All such payments of principal and interest shall be made in
lawful money of the United States of America in Federal or other
immediately available funds at the office of the Bank located at
Two World Trade Center, New York, New York 10048.
All Loans made by the Bank, the respective maturities
thereof and all repayments of the principal thereof shall be
recorded by the Bank and prior to any transfer hereof, endorsed
by the Bank on the schedule attached hereto, or on a continuation
of such schedule attached to and made a part hereof; provided
that the failure of the Bank to make any such recordation or
endorsement shall not affect the obligations of the Borrower
hereunder or under the Credit Agreement.
This note is the Note referred to in the Credit Agreement
dated as of December 11, 1992, between the Borrower and the Bank
(as the same may be amended from time to time, the "Credit
Agreement"). Terms defined in the Credit Agreement are used
herein with the same meanings. Referee is made to the credit
agreement for provisions for the prepayment hereof and the
acceleration of the maturity hereof.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: XXXX X. XXXXXXX
XXXX X. XXXXXXX
VICE PRESIDENT &
TREASURER
* 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 October 1, 1997 to the Credit
Agreement referred to in this Note.