EXHIBIT 4.3
SECOND AMENDMENT TO RIGHTS AGREEMENT
Second Amendment, dated as of March 18, 2001 (this
"Amendment"), to the Rights Agreement, dated as of November 4, 1998, amended as
of April 12, 1999 (the "Rights Agreement"), between True North Communications
Inc., a Delaware corporation (the "Company"), and First Chicago Trust Company of
New York, a New York limited trust company (the "Rights Agent"). Capitalized
terms used in this Amendment shall have the meanings ascribed to them in the
Rights Agreement.
WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement which, among other things, governs the terms and conditions
under which Rights are exercisable by the holders of Common Stock;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Company may from time to time supplement or amend the Rights Agreement in
accordance with the provisions of Section 27 thereof;
WHEREAS, the Company intends to enter into an Agreement and
Plan of Merger, dated as of March 18, 2001 (the "Merger Agreement"), among The
Interpublic Group of Companies, Inc., a Delaware corporation ("Parent"), Veritas
Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary
of Parent ("Sub"), and the Company (all capitalized terms used in this Amendment
and not otherwise defined herein shall have the meaning ascribed thereto in the
Merger Agreement); and
NOW, THEREFORE, in consideration of the premises and mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. AMENDMENT OF SECTION 1(a). Section 1(a) of the
Rights Agreement is hereby amended by adding as the final sentence thereto the
following:
Notwithstanding anything in this Agreement to the contrary,
none of IPG (as hereinafter defined) nor any of its Affiliates
or Associates shall be deemed to be an "Acquiring Person"
solely as a result of the approval, execution or delivery of,
or consummation of the transactions contemplated under, the
Agreement and Plan of Merger dated as of March 18, 2001 (as
the same may be amended from time to time, the "Merger
Agreement"), among The Interpublic Group of Companies, Inc., a
Delaware corporation ("IPG"), Veritas Acquisition Corp., a
Delaware corporation and a direct wholly owned subsidiary of
Parent ("Sub"), and the Company, in the manner provided for
therein, including without limitation, the Merger (as defined
in the Merger Agreement).
2. AMENDMENT OF SECTION 1(l). Section 1(l) of the
Rights Agreement is hereby amended by inserting the following sentence
immediately after the last sentence thereof:
Notwithstanding anything in this Agreement to the contrary, no
Stock Acquisition Date shall be deemed to occur solely as a
result of the approval, execution or delivery of, or
consummation of the transactions contemplated under, the
Merger Agreement in the manner provided for therein, including
without limitation, the Merger.
3. AMENDMENT OF SECTION 1(n). Section 1(n) of the
Rights Agreement is hereby amended by inserting the following sentence
immediately after the last sentence thereof:
Notwithstanding anything in this Agreement to the contrary, no
Triggering Event shall be deemed to occur solely as a result
of the approval, execution or delivery of, or consummation of
the transactions contemplated under, the Merger Agreement in
the manner provided for therein, including without limitation,
the Merger.
4. AMENDMENT TO SECTION 3(a). Section 3(a) of the
Rights Agreement is hereby amended by inserting the following sentence
immediately after the last sentence thereof:
Notwithstanding anything in this Agreement to the contrary, no
Distribution Date shall be deemed to occur solely as a result
of the approval, execution or delivery of, or consummation of
the transactions contemplated under, the Merger Agreement in
the manner provided for therein, including without limitation,
the Merger.
5. EFFECTIVENESS. This Amendment shall be deemed
effective immediately prior to the execution and delivery of the Merger
Agreement. Except as amended hereby, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
6. GOVERNING LAW. This Amendment shall be governed by
and construed in accordance with the laws of the State of Delaware.
7. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, and each of such counterparts shall be deemed to be an
original, and all such counterparts shall together constitute but one and the
same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to the Rights Agreement to be duly executed, all as of the date and
year first above written.
TRUE NORTH COMMUNICATIONS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Account Manager
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