Item 1.01. Entry into a Material Definitive Agreement

On November 6, 2012, The Interpublic Group of Companies, Inc. ("IPG") entered into Amendment No. 1 (the "Amendment") to its credit agreement, as amended and restated as of May 31, 2011 (the "Credit Agreement") among IPG, the lenders named therein and Citibank, N.A., as administrative agent. A copy of the Amendment is attached hereto as Exhibit 10.1 and is hereby incorporated into this report by reference. The summary below is qualified in its entirety by reference to the full terms of the Amendment.

The Amendment modifies the definition of "Total Debt" in the Credit Agreement to exclude the $800.0 million in aggregate principal amount of new senior notes that IPG has agreed to sell (the "New Senior Notes"), as described in the Current Report on Form 8-K filed on November 5, 2012, which is hereby incorporated into this report by reference. Pursuant to the Amendment, IPG will disregard the New Senior Notes for purposes of its calculations under the financial covenants in the Credit Agreement until August 15, 2013. The principal amount of the New Senior Notes that can be disregarded will be reduced (but not below $0) by the aggregate principal amount of any reductions from time to time in the aggregate principal amount of IPG's 4.75% Convertible Senior Notes due 2023 and 10.00% Senior Unsecured Notes due 2017 that are outstanding as of November 5, 2012.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit 10.1 Amendment No. 1 to Credit Agreement, dated as of November 6, 2012 (filed pursuant to Item 1.01)

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