EX-10.I.E



 





Exhibit 10(i)(E)











	 	 	 
	ELLEN JOHNSON	 	 
	Senior Vice President & Treasurer
	 	 
	Tel: (212) 704-1222	 	 
	Fax: (212) 704-2229	 	 
	ejohnson@interpublic.com	 	 






As of March 21, 2006




To the banks, financial institutions

and other institutional lenders

(collectively, the “Lenders”)

parties to the Credit Agreement

referred to below and to Citibank, N.A.,

as agent (the “Agent”) for the Lenders



Ladies and Gentlemen:




     We refer to the 3-Year Credit Agreement, dated as of May 10, 2004, as amended and restated as
of September 27, 2005 and further amended as of September 30, 2005 and October 17, 2005 (the
“Credit Agreement”), among The Interpublic Group of Companies, Inc., a Delaware corporation
(the “Company”), the banks, financial institutions and other institutional lenders parties
to the Credit Agreement (collectively, the “Lenders”) and Citibank, N.A., as administrative
agent (the “Agent”) for the Lenders. Capitalized terms used but not defined herein are
used with the meanings given to those terms in the Credit Agreement.



     We have advised you that in the Company’s annual report for the year ended December 31, 2005
the Company may need to restate previously issued financial statements, and that the potential
restatement relates to changes in liabilities for vendor discounts and credits and to miscellaneous
smaller items (such new restatement, the “Restatement”), and accordingly, the Company may
be in violation of its obligations under Sections 5.01(a), 5.01(f) and other provisions of the
Credit Agreement. The Restatement may also result in certifications and representations and
warranties of the Company made or deemed made pursuant to the Credit Agreement or contained in
certificates, financial statements and other documents delivered pursuant to the Credit Agreement,
in each case, prior to the date hereof having been incorrect when made or



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deemed made. Furthermore, the Restatement may result in the Company’s inability to make the
representation and warranty contained in the last sentence of Section 4.01(e).




     The Company requests that the Lenders waive any breach, Default and related Event of Default
in connection with the matters described in the preceding paragraph and any conditions precedent to
borrowing contained in Section 3.03 of the Credit Agreement to the extent that the Company’s
inability to meet any such conditions relates to these matters, provided that no such Restatement
has a material negative impact on the Company’s liquidity or financial condition.



     Upon the completion of the Restatement, the Company will deliver to the Agent a copy of any
restated financial statements, together with a certificate of the chief financial officer or chief
accounting officer of the Company, which certificate shall include a statement that such officer
has no knowledge, except as specifically stated, of any condition, event or act which constitutes a
Default.



     This letter agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this letter agreement by telecopier shall be effective
as delivery of a manually executed counterpart of this letter agreement.



     In accordance with Section 9.01 of the Credit Agreement, this waiver will become effective as
of the date when the Agent has received counterparts of this letter agreement executed by the
Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender
has executed this letter agreement.



     This letter agreement shall be governed by, and construed in accordance with, the laws of the
State of New York, without regard to principles of conflicts of law to the extent that the
application of the laws of another jurisdiction would be required thereby.



1114 Avenue of the Americas, New York, New York 10036 Tel: (212) 704-1222 Fax: (212) 704-2229




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     Please indicate your agreement with the foregoing (including the waiver) by having the
enclosed duplicate copy of this letter agreement executed in the space provided below by a duly
authorized representative and return the same to us.



	 	 	 	 	 
	 	THE INTERPUBLIC GROUP OF COMPANIES, INC.

 	 
	 	By:  	/s/ Ellen Johnson
 	 
	 	Name:  Ellen Johnson 	 
	 	Title:  Senior Vice President & Treasurer 	 
	 



Confirmed and Agreed:




	 	 	 	 	 
	CITIBANK, N.A.	 	 
	By:

	 	/s/ Julio Ojea-Quintana
	 	 
	 

	 	 	 	 
	Name:  Julio Ojea-Quintana	 	 
	Title:  Director	 	 





	 	 	 	 	 
	JPMORGAN CHASE BANK, N.A.	 	 
	By:

	 	/s/ Helene Sprung	 	 
	 

	 	 	 	 
	Name:  Helene Sprung	 	 
	Title:  SVP, Division Credit Executive	 	 





	 	 	 	 	 
	HSBC BANK USA	 	 
	By:

	 	/s/ Robert Elms
	 	 
	 

	 	 	 	 
	Name:  Robert Elms	 	 
	Title:  Director	 	 





	 	 	 	 	 
	ING CAPITAL LLC	 	 
	By:

	 	/s/ William James
	 	 
	 

	 	 	 	 
	Name:  William James	 	 
	Title:  Managing Director	 	 





	 	 	 	 	 
	ROYAL BANK OF CANADA	 	 
	By:

	 	/s/ Dustin Craven
	 	 
	 

	 	 	 	 
	Name:  Dustin Craven	 	 
	Title:  Attorney-In-Fact	 	 





	 	 	 	 	 
	UBS LOAN FINANCE LLC	 	 
	By:

	 	/s/ Marc Sileo
	 	 
	 

	 	 	 	 
	Name:  Marc Sileo	 	 
	Title:  Associate Director	 	 





1114 Avenue of the Americas, New York, New York 10036 Tel: (212) 704-1222 Fax: (212) 704-2229




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	By:

	 	/s/ Douglas Gervolino
	 	 
	 

	 	 	 	 
	Name:  Douglas Gervolino	 	 
	Title:  Associate Director	 	 





	 	 	 	 	 
	MORGAN STANLEY BANK	 	 
	By:

	 	/s/ Daniel Twenge
	 	 
	 

	 	 	 	 
	Name:  Daniel Twenge	 	 
	Title:  Vice President	 	 





1114 Avenue of the Americas, New York, New York 10036 Tel: (212) 704-1222 Fax: (212) 704-2229





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