NOTE
U.S. $20,000,000
October 21, 1996
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 WACHOVIA BANK OF GEORGIA, N.A. (the "Bank"), the
principal sum of TWENTY MILLION AND NO/ 100 United States Dollars
(U.S. $20,000,000.), plus all accrued and unpaid interest thereon.
Principal shall be due and payable on October 21, 1999.
Interest shall be payable at the rate and on the dates
provided 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
000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000, or at such
other place as the holder hereof may designate.
This note is the Note referred to in the Credit Agreement
dated as of October 21, 1996, 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 same
meanings. Reference is made to the Credit Agreement for provisions
governing indemnity obligations for prepayment hereof and providing
for the acceleration of the maturity hereof.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By: Xxxxxx X. Xxxxx
Title: Senior Vice President-Financial
Operations
