0000903423-06-000700 Sample Contracts

3-YEAR CREDIT AGREEMENT Dated as of June 13, 2006 Among THE INTERPUBLIC GROUP OF COMPANIES, INC. as Borrower, ELF SPECIAL FINANCING LTD. as Initial Lender and L/C Issuer, MORGAN STANLEY CAPITAL SERVICES INC. as Administrative Agent and L/C Administrator
Credit Agreement • June 19th, 2006 • Interpublic Group of Companies, Inc. • Services-advertising agencies • New York

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Borrower”), ELF SPECIAL FINANCING LTD., a Cayman Islands limited liability company as lender (in such capacity, the “Initial Lender”) and as L/C Issuer, and MORGAN STANLEY CAPITAL SERVICES INC., as administrative agent for the Lenders (as hereinafter defined) and as L/C Administrator, agree as follows:

Sample 1
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WARRANT AGREEMENT dated as of June 13, 2006 between THE INTERPUBLIC GROUP OF COMPANIES, INC. and LASALLE BANK NATIONAL ASSOCIATION as Warrant Agent
Warrant Agreement • June 19th, 2006 • Interpublic Group of Companies, Inc. • Services-advertising agencies • New York

This Warrant Agreement dated as of June 13, 2006, between The Interpublic Group of Companies, Inc., a corporation organized under the laws of Delaware (the “Company”), and LaSalle Bank National Association (the “Warrant Agent”).

Sample 1
L/C ISSUANCE AGREEMENT Dated as of June 13, 2006 Between THE INTERPUBLIC GROUP OF COMPANIES, INC. as Account Party, and MORGAN STANLEY CAPITAL SERVICES INC. as L/C Issuer
C Issuance Agreement • June 19th, 2006 • Interpublic Group of Companies, Inc. • Services-advertising agencies • New York

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Account Party”) and MORGAN STANLEY CAPITAL SERVICES INC. (the “L/C Issuer”) agree as follows:

Sample 1
LETTER OF CREDIT AGREEMENT dated as of June 13, 2006 between THE INTERPUBLIC GROUP OF COMPANIES, INC. and CITIBANK, N.A.
Letter of Credit Agreement • June 19th, 2006 • Interpublic Group of Companies, Inc. • Services-advertising agencies • New York

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Company”), and CITIBANK, N.A. (“Citibank”) hereby agree as follows:

Sample 1
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