Exhibit 10(b)(1)
U.S. $47,500,000 Dated: June 27, 2000
FOR VALUE RECEIVED, the undersigned, THE INTERPUBLIC GROUP OF
COMPANIES, INC., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY
to the order of CITIBANK, N.A. (the "Lender") for the account of its Applicable
Lending Office on the Termination Date (each as defined in the Credit Agreement
referred to below) the principal sum of U.S. $47,500,000 or, if less, the
aggregate principal amount of the Revolving Credit Advances made by the Lender
to the Borrower pursuant to the 364-Day Credit Agreement dated as of June 27,
2000 among the Borrower, the Lender and certain other lenders parties thereto,
Salomon Smith Barney, Inc., as lead arranger and book manager, Bank One, NA,
SunTrust Bank and HSBC Bank USA, as co-arrangers, Bank One, NA, as documentation
agent, SunTrust Bank, as syndication agent, and Citibank, N.A. as Agent for the
Lender and such other lenders (as amended or modified from time to time, the
"Credit Agreement"; the terms defined therein being used herein as therein
defined) outstanding on the Termination Date.
The Borrower promises to pay interest on the unpaid principal
amount of each Revolving Credit Advance from the date of such Revolving Credit
Advance until such principal amount is paid in full, at such interest rates, and
payable at such times, as are specified in the Credit Agreement.
Both principal and interest in respect of each Revolving
Credit Advance (i) in Dollars are payable in lawful money of the United States
of America to the Agent at its account maintained at 399 Park Avenue, New York,
New York 10043, in same day funds and (ii) in any Committed Currency are payable
in such currency at the applicable Payment Office in same day funds. Each
Revolving Credit Advance owing to the Lender by the Borrower pursuant to the
Credit Agreement, and all payments made on account of principal thereof, shall
be recorded by the Lender and, prior to any transfer hereof, endorsed on the
grid attached hereto which is part of this Promissory Note.
This Promissory Note is one of the Revolving Credit Notes
referred to in, and is entitled to the benefits of, the Credit Agreement. The
Credit Agreement, among other things, (i) provides for the making of Revolving
Credit Advances by the Lender to the Borrower from time to time in an aggregate
amount not to exceed at any time outstanding the U.S. dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such Revolving
Credit Advance being evidenced by this Promissory Note, (ii) contains provisions
for determining the Dollar Equivalent of Revolving Credit Advances denominated
in Committed Currencies and (iii) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.
This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By /s/ STEVEN BERNS
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STEVEN BERNS
Title: VP & Treasurer
