EX-10.2



 Exhibit 10.2 

Execution Copy 

AMENDMENT NO. 1 TO THE 

CREDIT AGREEMENT 
 Dated as
of July 27, 2018             
 AMENDMENT NO. 1 TO 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 referred to below (collectively,
the “Lenders”) and CITIBANK, N.A., as agent (the “Agent”) for the Lenders. 
 PRELIMINARY STATEMENTS:

 (1)      The Company, the Lenders and the Agent have entered into an Amended and Restated Credit
Agreement dated as of October 25, 2017 (the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement. 

(2)      The Company and the Required Lenders have agreed to amend the Credit Agreement as hereinafter set
forth. 
 SECTION 1.    Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof
and subject to the satisfaction of the conditions precedent set forth in SECTION 2, hereby amended as follows: 

(a)    Section 1.01 is amended by inserting in the appropriate alphabetical location the new defined
terms: 
 “Acxiom Acquired Business” means Acxiom LLC, a Delaware limited liability company. 

“Acxiom Acquisition” means the direct or indirect acquisition by the Company of the Acxiom Acquired Business
pursuant to, and in accordance with, the Acxiom Acquisition Agreement. 
 “Acxiom Acquisition Agreement”
means that certain Membership Interest Purchase Agreement, dated as of July 2, 2018 among the Company, the Acxiom Acquired Business, LiveRamp, Inc., a Delaware corporation, and Acxiom Holdings, Inc., a Delaware corporation, as in effect on the
date thereof. 
 “Acxiom Closing Date” means the date, if any, on which the Acxiom Acquisition is
consummated. 
 (b)    Section 5.03(b) is amended in full to read as follows: 

Leverage Ratio. Maintain, as of the end of each fiscal quarter, a Leverage Ratio of not greater than 3.50 to 1.00 (or,
for four consecutive fiscal quarters commencing with the fiscal quarter in which a Specified Acquisition (other than the Acxiom Acquisition) 







 
occurs and following notice (a “Covenant Notice”) from the Company (but without any consent from the Agent or the Lenders), 4.00 to 1.0); provided that there shall be a period of
at least two consecutive fiscal quarters after the covenant steps down to 3.50 to 1.0 before a subsequent Covenant Notice is submitted; provided further that on and after the Acxiom Closing Date, the Company will maintain a Leverage Ratio of not
greater than (i) 4.00 to 1.0, beginning on the last day of the first fiscal quarter ending after the Acxiom Closing Date and thereafter, (ii) 3.75 to 1.0 on the last day of the fourth full fiscal quarter ending after the Acxiom Closing Date and
thereafter and (iii) 3.5 to 1.00 on the last day of the eighth full fiscal quarter after the Acxiom Closing Date and thereafter. 

Notwithstanding anything to the contrary set forth herein, until the earlier of (A) the Acxiom Closing Date and
(B) the date on which the Acxiom Acquisition Agreement terminates or expires, any Debt in the form of debt securities incurred by the Company to finance the Acxiom Acquisition shall be disregarded for the purpose of determining compliance with
this Section 5.03 to the extent that, and so long as, the cash proceeds of such Debt are either held in escrow on customary terms or are held by the Company as unrestricted cash or cash equivalents. 

SECTION 2.    Conditions of Effectiveness. This Amendment shall become effective as of the date first above
written when, and only when, the Agent shall have received counterparts of this Amendment executed by the Company and the Required Lenders. 

SECTION 3.    Representations and Warranties of the Company. The Company represents and warrants that (i) the
representations and warranties set forth in Section 4.01 of the Credit Agreement are correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality or Material Adverse Effect, in all
respects) on and as of such date, before and after giving effect to this Amendment and (ii) no event has occurred and is continuing that constitutes a Default. 

SECTION 4.    Reference to and Effect on the Loan Documents. (a) On and after the effectiveness of this
Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and other Loan Documents to
“the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. 

(b)      The Credit Agreement and the Notes and each other Loan Document, as specifically amended by this
Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. 

(c)      The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement or any Notes or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any Notes or any other Loan
Document. 







 (d)      This Amendment is subject to the provisions of
Section 9.01 of the Credit Agreement. This Amendment shall constitute a Loan Document. 
 SECTION 5.    Costs
and Expenses. The Company agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment (including, without limitation, the
reasonable fees and expenses of counsel for the Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.  

SECTION 6.    Execution in Counterparts. This Amendment 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 but one and the same agreement. Delivery of an executed counterpart of a signature
page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. 
 SECTION
7.    Governing Law. 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 executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

			
	 THE INTERPUBLIC GROUP OF

COMPANIES, INC.

	
	 By: /s/ Ellen
Johnson                                    

	 Name: Ellen Johnson

	 Title:   Senior Vice President of Finance and
Treasurer




  
 Interpublic Amendment to
Revolving Credit Agreement 









			
	
	CITIBANK, N.A., as Administrative Agent


 
			
		
	 By:
	 	 /s/ Michael
Vondriska                

	 Name: Michael Vondriska

	 Title:   Vice President




  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
  

			
	 CITIBANK, N.A.



			
		
	     by
	 	
		
		 	 /s/ Michael Vondriska

		 	 Name: Michael Vondriska

		 	 Title:   Vice President



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
  

			
	 JPMORGAN CHASE BANK, N.A.



			
		
	     by
	 	
		
		 	 /s/ Deborah R. Winkler

		 	 Name: Deborah R. Winkler

		 	 Title:   Executive Director



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
  

			
	 Name of Lender: Bank of America, N.A.



			
		
	     by
	 	
		
		 	 /s/ Jana L. Baker

		 	 Name: Jana L. Baker

		 	 Title:   Senior Vice President



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
  

			
	
MORGAN STANLEY SENIOR FUNDING, INC.



			
		
	     by
	 	
		
		 	 /s/ Michael King

		 	 Name: Michael King

		 	 Title:   Vice President



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
  

			
	
Name of Lender: Morgan Stanley Bank, N.A.



			
		
	     by
	 	
		
		 	 /s/ Gilroy D’Souza

		 	 Name: Gilroy D’Souza

		 	 Title:   Authorized Signatory

		
	     by1
	 	
		
		 	  

		 	 Name:

		 	 Title:


  
  

	1 	 For any Lender requiring a second signature line. 



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
  

			
	
MUFG BANK, LTD. (f.k.a. THE BANK OF TOKYO-MITSUBISHI UFJ, 
LTD.)



			
		
	     by
	 	
		
		 	 /s/ Ola Anderssen

		 	 Name: Ola Anderssen

		 	 Title:   Director



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
 BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH 
  

			
	     by
	 	
		
		 	 /s/ Veronica Incera

		 	 Name:  Veronica Incera

		 	 Title:   Managing Director


 BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH 

 

			
		 	 /s/ Miriam Trautman

		 	 Name:  Miriam Trautman

		 	 Title:   Senior Vice President



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
 BNP PARIBAS 
  

			
	     by
	 	
		
		 	 /s/ Nicole Rodriguez

		 	 Name:  Nicole Rodriguez

		 	 Title:   Director

		
	     by
	 	
		 	 /s/ Christopher Sked

		 	 Name:  Christopher Sked

		 	 Title:   Managing Director



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
 HSBC Bank USA, National Association 
  

			
	     by
	 	
		
		 	 /s/ Jonathan Yip

		 	 Name:  Jonathan Yip

		 	 Title:   Director



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
  

			
	 ING Bank N.V., Dublin Branch

		
	     by
	 	
		
		 	 /s/ Barry Fehily

		 	 Name:  Barry Fehily

		 	 Title:   Managing Director

		
		 	 /s/ Sean Hassett

		 	 Name:  Sean Hassett

		 	 Title:   Director



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
 Lloyds Bank plc 
  

			
	     by
	 	
		
		 	 /s/ Jennifer Larrow

		 	 Name:  Jennifer Larrow

		 	 Title:   Assistant Manager

		 	      Transaction Execution

		 	      Category A

		 	      L003

		
	     by
	 	
		
		 	 /s/ Tina Wong

		
		 	 Name:  Tina Wong

		 	 Title:   Assistant Manager

		 	      Transaction Execution

		 	      Category A

		 	      W011



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
  

			
	 Wells Fargo Bank, N.A.

		
	     by
	 	
		
		 	 /s/ Craig DeSousa

		 	      Craig DeSousa

		 	      Senior Vice President



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
  

			
	 CITIZENS BANK, N.A.

		
	     by
	 	
		
		 	 /s/ Barrett D. Bencivenga

		 	 Name:  Barrett D. Bencivenga

		 	 Title:   Managing Director



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
 PNC BANK, NATIONAL ASSOCATION 
  

			
	     by
	 	
		
		 	 /s/ Lauren M. Potts

		 	      Lauren M. Potts

		 	      Vice President



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
  

			
	 U.S. Bank National Association

		
	     by
	 	
		
		 	 /s/ Kenneth R. Fieler

		 	 Name:  Kenneth R. Fieler

		 	 Title:   Vice President



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
 BANK OF CHINA, NEW YORK BRANCH 
  

			
	     by
	 	
		
		 	 /s/ Raymond
Qiao                          

		 	 Name:  RAYMOND QIAO

		 	 Title:   EXECUTIVE VICE PRESIDENT



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
  

			
	 DANSKE BANK A/S

		
	     by
	 	
		
		 	 /s/ Merete Ryvald

		 	 Name: Merete Ryvald

		 	 Title:   Chief Loan Manager

		
	     by
	 	
		
		 	 /s/ Jesper Larsen

		 	 Name: Jesper Larsen

		 	 Title:   Senior Loan Manager



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
  

			
	 GOLDMAN SACHS BANK USA

		
	     by
	 	
		
		 	 /s/ Ryan Durkin

		 	 Name: Ryan Durkin

		 	 Title:   Authorized Signatory



  
 Interpublic Amendment to
Revolving Credit Agreement 








 SIGNATURE PAGE 

CONSENT to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of October 25, 2017 of THE INTERPUBLIC GROUP OF
COMPANIES, INC. 
  

			
	 INTESA SANPAOLO S.p.A.

		
	     by
	 	
		
		 	 /s/ Jennifer Feldman Facciola

		 	 Name:  Jennifer Feldman Facciola

		 	 Title:   Vice President

		
	     by
	 	
		
		 	 /s/ Francesco Di Mario

		 	 Name:  Francesco Di Mario

		 	 Title:   FVP & Head of Credit



  
 Interpublic Amendment to
Revolving Credit Agreement