EXHIBIT 10(d)
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2, dated as of August 28, 1997, to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 1, 1994, as amended on August 3, 1995 (the "Agreement"),
between The Interpublic Group of Companies, Inc. (the "Borrower")
and BANK OF AMERICA NT & SA (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 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 Alan M. Forster
Name: Alan M. Forster
Title: Vice President and Treasurer
BANK OF AMERICA NT & SA
By Carl F. Salas
Name: Carl F. Salas
Title: Vice President