EX-10.I.D



 







    EXHIBIT 10(i)(D)



 



    TERMINATION AGREEMENT (this
    “Agreement”), dated as of June 13, 2006
    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.
    (“Citibank”), as agent for the Lenders and
    Issuing Bank under the Credit Agreement defined below.



 



    PRELIMINARY STATEMENTS:



 



    (1) The Company, the Lenders and Citibank have entered into
    a 3-Year
    Credit Agreement dated as of May 10, 2004, as amended and
    restated as of September 27, 2005 and as further amended as
    of September 30, 2005, October 17, 2005 and
    December 31, 2005 (the “Credit
    Agreement”). Capitalized terms used in this Agreement
    and not otherwise defined in this Agreement shall have the same
    meanings as specified in the Credit Agreement.



 



    (2) As of the date hereof, there are no Advances
    outstanding under the Credit Agreement.



 



    (3) As of the Effective Date (as defined herein), the
    rights and obligations of the Company and Citibank in respect of
    all outstanding Letters of Credit issued under the Credit
    Agreement shall be governed by a new letter of credit agreement
    (the “New LC Agreement”) to be entered into by
    the Company and Citibank on or prior to the Effective Date.



 



    (4) The Company, the Lenders and Citibank desire to
    terminate the Credit Agreement, on the terms and conditions
    hereinafter set forth.



 



    Section 1.  Termination
    of the Credit Agreement.   Effective as of the
    Effective Date:



 



    (a) the Credit Agreement is hereby terminated, and the
    parties hereto shall have no further obligations thereunder or
    under any related Notes, it being mutually acknowledged and
    agreed that Sections 2.11, 2.14, 9.04, 9.08, 9.10, 9.12 and
    9.13 of the Credit Agreement shall survive the termination of
    the Credit Agreement.



 



    (b) Citibank, as Issuing Bank under the Credit Agreement,
    hereby releases all Lenders from any obligation to participate
    in any Letters of Credit outstanding as of the Effective Date.



 



    (c) The Required Lenders hereby waive any requirement in
    the Credit Agreement that any notice be provided by the Company
    in respect of any prepayment of any amount due thereunder or of
    any termination of the Commitment thereunder.



 



    Section 2.  Conditions
    Precedent to Termination of the Credit
    Agreement.   This Agreement shall become
    effective on the first date, not later than July 15, 2006
    (as such date may be extended by Citibank and the Company, the
    “Termination Deadline”), on which the following
    conditions have been satisfied (the “Effective
    Date”):



 



    (a) Citibank shall have executed a counterpart to this
    Agreement and shall have received counterparts of this Agreement
    executed by the Required Lenders.



 



    (b) The Company shall have executed a counterpart to this
    Agreement, the execution date of which shall be the date
    indicated under the signature of the Company.



 



    (c) No Advances, and no Letter of Credit issued by any
    Person other than Citibank, shall be outstanding under the
    Credit Agreement.



 



    (d) Except as provided in Section 5 hereof, the
    Company shall have paid to Citibank in its capacity as Agent
    under the Credit Agreement, for its own account and for
    distribution to the Lenders, as the case may be, in each case in
    accordance with the terms of the Credit Agreement, all expenses
    and facility and letter of credit fees accruing under the Credit
    Agreement to the Effective Date, and all Agent’s fees owing
    by the Company under the Credit Agreement as of the Effective
    Date, all in such amounts as shall be set forth in written
    notice to the Company provided by Citibank prior to the
    Effective Date.




    

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    (e) Citibank and the Company shall have entered into the
    New LC Agreement.



 



    Citibank agrees that it shall provide prompt notice to the other
    Lenders of the occurrence of the Effective Date.



 



    Section 3.  Notes.  Upon
    receipt of notice from Citibank that the Effective Date has
    occurred, each of the Lenders having a Note outstanding under
    the Credit Agreement shall promptly return such Note to the
    Company for cancellation.



 



    Section 4.  Termination
    Deadline.  In the event that the Effective
    Date shall not have occurred prior to the Termination Deadline,
    the provisions of Section 1 hereof shall terminate as of
    the Termination Deadline, and the Credit Agreement, the Notes
    and the Letters of Credit shall all continue to be in full force
    and effect, without modification in any respect by the
    provisions of this Agreement.



 



    Section 5.  Costs
    and Expenses.  The Company agrees to pay on
    written demand all costs and expenses of Citibank in connection
    with the preparation, execution and delivery of this Agreement
    (including, without limitation, the reasonable fees and expenses
    of counsel for Citibank).



 



    Section 6.  Execution
    in Counterparts.  This 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 but one and the same agreement.
    Delivery of an executed counterpart of a signature page to this
    Agreement by telecopier shall be effective as delivery of a
    manually executed counterpart of this Agreement.



 



    Section 7.  Governing
    Law.  This Agreement shall be governed by, and
    construed in accordance with, the laws of the State of New York.




    

    57








 






    IN WITNESS WHEREOF, the parties hereto have caused this
    Agreement to be executed by their respective officers thereunto
    duly authorized, effective as of the date under the signature of
    the Company below.



 



    THE INTERPUBLIC GROUP OF COMPANIES, INC.



 


			
	 	     
	
    /s/  Ellen Johnson








    By: Ellen Johnson








			
	 	    Title: 
	
    Senior Vice President and Treasurer





    Date: June 13, 2006



 



    CITIBANK, N.A.,

    as Agent, as Lender and as Issuing Bank



 


			
	 	     
	
    /s/  Julio Ojea Quintana








    By: Julio Ojea Quintana








			
	 	    Title: 
	
    Director




 



    JPMORGAN CHASE BANK, N.A.



 


			
	 	     
	
    /s/  George Catallo








    By: George Catallo








			
	 	    Title: 
	
    Vice President




 



    KEYBANK NATIONAL ASSOCIATION



 


			
	 	     
	
    /s/  Steven C. Dunham








    By: Steven C. Dunham








			
	 	    Title: 
	
    Vice President





    

    58








 






    LLOYDS TSB BANK PLC



 


			
	 	     
	
    /s/  Mario Del Duca








    By: Mario Del Duca








			
	 	    Title: 
	
    Assistant Vice President




 



    /s/  Deborah Carlson







    By: Deborah Carlson








			
	 	    Title: 
	
    Vice President and Manager




 



    HSBC BANK USA



 


			
	 	     
	
    /s/  Robert Elms








    By: Robert Elms








			
	 	    Title: 
	
    Director




 



    ING BANK



 


			
	 	     
	
    /s/  William James








    By: William James








			
	 	    Title: 
	
    Managing Director




 



    ROYAL BANK OF CANADA



 


			
	 	     
	
    /s/  Dustin Craven








    By: Dustin Craven








			
	 	    Title: 
	
    Attorney-In-Fact





    

    59








 






    UBS LOAN FINANCE LLC



 


			
	 	     
	
    /s/  Richard L. Tavrow








    By: Richard L. Tavrow








			
	 	    Title: 
	
    Director




 



    /s/  Irja R. Otsa







    By: Irja R. Otsa








			
	 	    Title: 
	
    Associate Director




 



    SUNTRUST BANK



 


			
	 	     
	
    /s/  Richard C. Wilson








    By: Richard C. Wilson








			
	 	    Title: 
	
    Managing Director




 



    CALYON NEW YORK BRANCH



 


			
	 	     
	
    /s/  Michael Madnick








    By: Michael Madnick








			
	 	    Title: 
	
    Managing Director




 


			
	 	     
	
    /s/  Yuri Muzichenko








    By: Yuri Muzichenko








			
	 	    Title: 
	
    Director




 



    MORGAN STANLEY BANK



 


			
	 	     
	
    /s/  Daniel Twenge








    By: Daniel Twenge








			
	 	    Title: 
	
    Vice President





    

    60