AMENDMENT NO. 7 TO CREDIT AGREEMENT
AMENDMENT NO. 7, dated as of November 23, 1998, to the
Credit Agreement dated as of September 30, 1992 and
effective as of December 22, 1992, as amended on April 30,
1993, October 5, 1993, August 15, 1994, December 1, 1994,
August 3, 1995 and August 28, 1997 (the "Agreement"),
between The Interpublic Group of Companies, Inc. (the
"Borrower") and CITIBANK, N.A. (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 "$35,000,000".
(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 "$35,000,000".
(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
$35,000,000 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
CITIBANK, N.A.
By: XXXX XXXXXXX
XXXX XXXXXXX
ATTORNEY-IN-FACT
