THE INTERPUBLIC GROUP OF COMPANIES, INC. and THE BANK OF NEW YORK Trustee Sixth Supplemental Indenture Dated as of March 30, 2005 to the Senior Debt Indenture dated as of October 20, 2000, as amended and supplemented by the Third Supplemental...

THE INTERPUBLIC GROUP OF COMPANIES, INC. and THE BANK OF NEW YORK Trustee Sixth Supplemental Indenture Dated as of March 30, 2005 to the Senior Debt Indenture dated as of October 20, 2000, as amended and supplemented by the Third Supplemental...

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Exhibit 4.3

THE INTERPUBLIC GROUP OF COMPANIES, INC.

and

THE BANK OF NEW YORK

Trustee

__________________________

Sixth Supplemental Indenture

Dated as of March 30, 2005

to the Senior Debt Indenture dated as of October 20, 2000,

as amended and supplemented by the Third Supplemental Indenture dated as of March 13, 2003

____________________________

SIXTH SUPPLEMENTAL INDENTURE, dated as of 1:00 p.m. March 30, 2005 (the “Effective Time”), between THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Company”) and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS, the Company has duly issued 4.50% Convertible Senior Notes due 2023 in the aggregate principal amount of $800,000,000 (the “Notes”) pursuant to an Indenture dated as of October 20, 2000, between the Company and the Trustee (the “Senior Debt Indenture”), as amended and supplemented by the third supplemental indenture dated as of March 13, 2003 (the “Third Supplemental Indenture” and, together with the Senior Debt Indenture, the “Indenture”), and the Notes are outstanding on the date hereof;

WHEREAS, the Company has received the written consent from Holders (as defined in the Indenture) of a majority in aggregate principal amount of the outstanding Notes to certain amendments to the Indenture upon the terms and subject to the conditions set forth in the Company’s Consent Solicitation Statement dated March 18, 2005, as supplemented by a supplement dated March 30, 2005, and the accompanying Consent Form;

WHEREAS, Section 9.02 of the Senior Debt Indenture provides that, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes, the Company and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending, modifying or changing the Indenture or the Notes;

WHEREAS, the Board of Directors of the Company has by resolution dated March 17, 2005 authorized the execution and delivery of this sixth supplemental indenture dated March 30, 2005 (the “Supplemental Indenture”);

WHEREAS, Section 9.04 of the Indenture provides that a supplemental indenture becomes effective in accordance with its terms and thereafter binds every Holder;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Effective Time.This Supplemental Indenture with respect to the Notes is effective as of the Effective Time.

SECTION 1.02. Provisions of the Indenture .Except insofar as herein otherwise expressly provided, all the definitions, provisions, terms and conditions of the Indenture shall remain in full force and effect. The Indenture, as amended and supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and this Supplemental Indenture shall be read, taken and considered as one and the same instrument for all purposes and every Holder of Notes authenticated and delivered under the Indenture shall be bound hereby.

SECTION 1.03. Definitions. For all purposes of the Indenture relating to the Notes amended hereby, except as otherwise expressly provided or unless the subject matter or context otherwise requires:

(1) any reference to an “Article” or a “Section” refers to an Article or Section, as the case may be, of this Supplemental Indenture;

(2) the terms defined in Article 2 have the meanings assigned to them in that Article and include the plural as well as the singular;

(3) each capitalized term that is used in this Supplemental Indenture but not defined herein shall have the meaning specified in the Indenture;

(4) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, or defined by the rules of the Securities and Exchange Commission and not otherwise defined herein, have the meanings assigned to them therein;

(5) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

(6) the word “including” (and with correlative meaning “include”) means including, without limiting the generality of, any description preceding such term; and

(7) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to the Indenture as a whole and not to any particular Article, Section or other subdivision.

ARTICLE 2

AMENDMENT TO ARTICLE 1 OF THE INDENTURE

SECTION 2.01. Amendments to Section 1.01 of the Third Supplemental Indenture. Section 1.01 of the Third Supplemental Indenture is hereby amended by inserting the following terms:

“Additional Common Stock” has the meaning provided in Section 2.08(12).

“Additional Consent Fee” means $1.25 for each $1,000 in principal amount of the Notes as to which the Company has received and accepted consents to the Amendments, as may be payable to holders of record as of March 9, 2005 in accordance with the Solicitation Documents.

“Amendments” means the amendments to Section 5.01 set forth in Article 4 of the sixth supplemental indenture dated as of March 30, 2005.

“Cash Take-Over Transaction” has the meaning provided in Section 2.08(12).

“Covenant Reversion Date” means the earliest of 5:30 p.m., New York City time, on (i) the Business Day following the Company’s failure to pay the Initial Consent Fee, if due, for the Notes in accordance with the Solicitation Documents, (ii) the Business Day following the Company’s failure to pay the Additional Consent Fee, if due, for the Notes in accordance with the Solicitation Documents and (iii) September 30, 2005.

“Effective Date” has the meaning provided in Section 2.08(12).

“Initial Consent Fee” means $2.50 for each $1,000 in principal amount of the Notes as to which the Company has received and accepted consents to the Amendments, as may be payable to holders of record as of March 9, 2005 in accordance with the Solicitation Documents.

“SEC Reports” means the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and Quarterly Reports on Form 10-Q for the three months ended March 31, 2005 and June 30, 2005, respectively, and other information, documents and reports which the Company may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.

“Solicitation Documents” means the Consent Solicitation Statement dated as of March 18, 2005, as supplemented by a supplement dated March 30, 2005, and the related Consent Form, each as may be amended and supplemented from time to time.

“Stock Price” has the meaning provided in Section 2.08(12).

ARTICLE 3

AMENDMENT TO ARTICLE 2 OF THE INDENTURE

SECTION 3.01. Amendments to Section 2.02 of the Third Supplemental Indenture. Section 2.02 of the Third Supplemental Indenture is hereby amended by inserting the following as the final sentence of Section 2.02(1):

“Notwithstanding the foregoing or any provisions of paragraph 6 of the Notes to the contrary, the Notes are not redeemable prior to September 15, 2009.”

SECTION 3.02. Amendments to Section 2.08 of the Third Supplemental Indenture. Section 2.08 of the Third Supplemental Indenture is hereby amended by inserting the following terms as Section 2.08(12):

“(12). Adjustment for Conversion Upon a Cash Take-Over Transaction. If a Holder elects to convert Notes, pursuant to the satisfaction of the conditions described in clause (e) of paragraph 10 in the Notes in connection with a Fundamental Change referred to in clause (b) of the definition of Fundamental Change contained in Section 1.01 pursuant to which 10% or more of the consideration for the Common Stock (excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in the transaction or transactions otherwise constituting the Fundamental Change does not consist of Publicly Traded Securities (a “Cash Take-Over Transaction”), the Company will increase the number of shares of Common Stock issuable upon conversion of the Notes by a number of additional shares of Common Stock (the “Additional Common Stock”) as set forth below. The number of shares of Additional Common Stock shall be determined by reference to the table below, based on the date on which the Cash Take-Over Transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share for the Common Stock in the Cash Take-Over Transaction. If holders of Common Stock receive only cash in the Cash Take-Over Transaction, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Sale Price of the Common Stock on the five Trading Days prior to but not including the Effective Date.

The Stock Prices set forth in the table below will be adjusted as of any date on which the Conversion Rate is adjusted. On such date, the Stock Prices shall be adjusted by multiplying:

The following table sets forth the hypothetical Stock Price and number of shares of Additional Common Stock issuable per $1,000 aggregate principal amount of Notes:

Effective Date of Fundamental Change	Stock Price on Date of Fundamental Change
Effective Date of Fundamental Change	$8.00	$10.00	$12.00	$15.00	$20.00	$25.00	$50.00	$75.00		$100.00	$200.00
March 31, 2005	49.5563	31.7001	21.5420	13.3053	7.2537	4.7627	1.8198		1.1853	0.8862	0.4428
March 15, 2006	47.9137	29.2768	19.1137	11.0223	5.6039	3.5500	1.3746		0.9051	0.6782	0.3390
March 15, 2007	46.1628	26.8288	16.5255	8.9261	4.3335	2.7598	1.1521		0.7656	0.5741	0.2870
March 15, 2008	41.2544	22.5211	12.5116	5.6282	1.9133	1.0858	0.4669		0.3112	0.2334	0.1167
March 15, 2009	40.5052	19.5364	8.0781	1.3624	0.0000	0.0000	0.0000		0.0000	0.0000	0.0000
September 15, 2009	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000		0.0000	0.0000	0.0000

If the Stock Price or Effective Date is not set forth on the table above and the Stock Price is:

(a) between two Stock Prices on the table or the Effective Date is between two dates on the table, the number of shares of Additional Common Stock will be determined by straight-line interpolation between the number of shares of Additional Common Stock set forth for the higher and lower Stock Price and the two Effective Dates, as applicable, based on a 365-day year;

(b) in excess of $200.00 per share (subject to adjustment), no shares of Additional Common Stock will be issued upon conversion; or

(c) less than $8.00 per share (subject to adjustment), no shares of Additional Common Stock will be issued upon conversion.”

ARTICLE 4

AMENDMENT TO ARTICLE 5 OF THE INDENTURE

Section 5.01 of the Indenture with respect to the Notes is hereby amended by inserting the following sentence at the end of the last paragraph of such Section:

“Notwithstanding any of the foregoing, the failure of the Company to comply with Section 7.04(1) or Section 10.06(c) of this Indenture or §314 of the Trust Indenture Act during the period beginning on April 1, 2005 and ending at 5:30 p.m., New York City time on the Covenant Reversion Date shall not constitute a Default with respect to the Notes under clause (4) above; provided, however, that any foregoing failure to comply with Section 7.04(1) or Section 10.06(c) of this Indenture or §314 of the Trust Indenture Act shall constitute a Default as of the Covenant Reversion Date for the Notes if, as of 5:30 p.m., New York City time on the Covenant Reversion Date, the Company shall have failed to (i) file the SEC Reports with the SEC in a form that causes the Company to be current in all material respects in its filing obligations under the Exchange Act or (ii) comply with Section 10.06(c) of this Indenture.”

ARTICLE 5

MISCELLANEOUS

SECTION 5.01. Integral Part. This Supplemental Indenture constitutes an integral part of the Indenture with respect to the Notes only.

SECTION 5.02. Adoption, Ratification and Confirmation. The Indenture, as supplemented and amended by this Supplemental Indenture with respect to the Notes, is in all respects hereby adopted, ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. The provisions of this Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of the Indenture to the extent the Indenture is inconsistent herewith.

SECTION 5.03. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 5.04. Governing Law. THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 5.05. Conflict of Any Provision of Indenture with Trust Indenture Act. If and to the extent that any provision of the Indenture limits, qualifies or conflicts with a provision required under the terms of the Trust Indenture Act, the Trust Indenture Act provision shall control.

SECTION 5.06. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 5.07. Severability of Provisions. In case any provision in the Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 5.08. Successors and Assigns. All covenants and agreements in the Indenture by the parties hereto shall bind their respective successors and assigns and inure to the benefit of their respective successors and assigns, whether so expressed or not.

SECTION 5.09. Benefit of Indenture. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent, and their successors hereunder, and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim hereunder or under the Indenture.

SECTION 5.10. Acceptance by Trustee. The Trustee accepts the amendments to the Indenture effected by this Supplemental Indenture and agrees to execute the trusts created by the Indenture as hereby amended, but only upon the terms and conditions set forth in this Supplemental Indenture and the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Company and except as provided in the Indenture the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Supplemental Indenture or the Solicitation Documents and the Trustee makes no representation with respect thereto. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

THE INTERPUBLIC GROUP OF COMPANIES, INC.

By: /s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx

Title:

Senior Vice President and Treasurer

Attest:

/s/ Xxxxxxxx X. Camera
Name:	Xxxxxxxx X. Camera
Title:	Senior Vice President, General Counsel
	and Secretary

THE BANK OF NEW YORK

as Trustee

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Assistant Vice President

the Stock Prices applicable immediately prior to such adjustment, by

a fraction, of which

the numerator shall be the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment, and

the denominator of which is the Conversion Rate so adjusted.