{"id":41097,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/letter-of-transmittal-and-purchase-notice-put-option-on-notes.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-of-transmittal-and-purchase-notice-put-option-on-notes","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/letter-of-transmittal-and-purchase-notice-put-option-on-notes.html","title":{"rendered":"Letter of Transmittal and Purchase Notice – Put Option on Notes – Interpublic Group of Companies, Inc."},"content":{"rendered":"

LETTER OF TRANSMITTAL AND PURCHASE NOTICE <\/strong>\n<\/p>\n

4.25% CONVERTIBLE SENIOR NOTES DUE 2023 <\/strong><\/p>\n

ISSUED BY <\/strong><\/p>\n

THE INTERPUBLIC GROUP OF COMPANIES, INC. <\/strong>\n<\/p>\n

CUSIP Numbers: 460690 BA 7 and 460690 AZ 3 <\/strong>\n<\/p>\n

This Letter of Transmittal and Purchase Notice (this “Purchase Notice”)
\nrelates to the purchase by The Interpublic Group of Companies, Inc., a Delaware
\ncorporation (the “Company”) of its 4.25% Convertible Senior Notes Due 2023 (the
\n“Notes”), at the option of the holder thereof, pursuant to the terms and
\nconditions set forth in the Senior Debt Indenture, dated as of November 15, 2006
\n(the “Base Indenture”), between the Company and The Bank of New York, a New York
\nbanking corporation, as trustee (the “Trustee”), as supplemented by the First
\nSupplemental Indenture, dated as of November 15, 2006 (the “First Supplemental
\nIndenture” and, together with the Base Indenture, the “Indenture”), between the
\nCompany and the Trustee. The right of a Holder to require the Company to
\npurchase the Notes, as described in the Company Notice, dated February 15, 2012
\nand the related notice materials, as amended and supplemented from time to time,
\nis referred to herein as the “Put Option.”<\/p>\n

To exercise the Put Option, holders of Notes (the “Holders”) must
\ncomplete and deliver this Purchase Notice to the Paying Agent before 11:59 p.m.,
\nNew York City time, on Wednesday, March 14, 2012 (the “Expiration Date”). A
\nPurchase Notice may be withdrawn at any time before 11:59 p.m., New York City
\ntime, on the Expiration Date. The Put Option expires at 11:59 p.m., New York
\nCity time, on the Expiration Date. <\/strong><\/p>\n

HOLDERS WHO HOLD THEIR NOTES THROUGH THE DEPOSITORY TRUST COMPANY
\n(“DTC”) WHO WISH TO EXERCISE THE PUT OPTION AND DELIVER THEIR NOTES TO THE
\nPAYING AGENT NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF
\nSUCH HOLDERS TRANSMIT THEIR ACCEPTANCE AND DELIVER THEIR NOTES ELECTRONICALLY
\nTHROUGH DTC153S AUTOMATED TENDER OFFER PROGRAM (“ATOP”), SUBJECT TO THE TERMS AND
\nPROCEDURES OF THAT SYSTEM. HOLDERS TRANSMITTING THEIR ACCEPTANCE AND DELIVERING
\nTHEIR NOTES THROUGH DTC153S ATOP SYSTEM MUST ALLOW SUFFICIENT TIME FOR COMPLETION
\nOF THE ATOP PROCEDURES DURING THE NORMAL BUSINESS HOURS OF DTC. <\/strong><\/p>\n

The Paying Agent is The Bank of New York. The address of the Paying Agent is:\n<\/p>\n

Bank of New York Mellon Corporation<\/p>\n

Corporate Trust Reorganization Unit<\/p>\n

101 Barclay Street:7 East<\/p>\n

New York, New York 10286<\/p>\n

Attention: Carolle Montreuil<\/p>\n

Telephone: (212) 815-5920<\/p>\n

Fax: (212) 298-1915<\/p>\n

\n

The instructions accompanying this Purchase Notice should be read
\ncarefully before this Purchase Notice is completed. <\/strong><\/p>\n

This Purchase Notice can be used if:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

certificates representing Notes are physically delivered with it to the
\nPaying Agent,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Notes are concurrently delivered by book-entry transfer to the Paying Agent153s
\naccount at DTC, or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Holders wish to exercise the Put Option without simultaneously delivering
\ntheir Notes to the Paying Agent.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Holders who hold their Notes through DTC who wish to exercise the Put
\nOption and deliver their Notes to the Paying Agent need not submit a physical
\nPurchase Notice to the Paying Agent if such Holders transmit their acceptance
\nand deliver their Notes electronically through DTC153s ATOP system, subject to the
\nterms and procedures of that system. Holders transmitting their acceptance and
\ndelivering their Notes through DTC153s ATOP system must allow sufficient time for
\ncompletion of the ATOP procedures during the normal business hours of DTC.
\n<\/strong><\/p>\n

Any beneficial owner whose Notes are registered in the name of a broker,
\ndealer, commercial bank, trust company or other nominee and who wishes to
\nexercise the Put Option should contact such registered holder of the Notes
\npromptly and instruct such registered holder to exercise the Put Option on
\nbehalf of the beneficial owner.<\/p>\n

Delivery of this Purchase Notice and all other required documents to
\nan address other than as set forth above does not constitute valid delivery to
\nthe Paying Agent. Delivery of documents to DTC or the Company does not
\nconstitute delivery to the Paying Agent. The method of delivery of all
\ndocuments, including certificates representing Notes, is at the risk of the
\nHolder. If delivery is by mail, registered mail with return receipt requested,
\nproperly insured, is recommended. You must sign this Purchase Notice in the
\nappropriate space provided therefore, with signature guarantee if required, and
\ncomplete a Form W-9 (available at the IRS website at www.irs.gov). See
\ninstructions 1, 2 and 12. <\/strong><\/p>\n

1<\/p>\n

\n

Ladies and Gentlemen:<\/p>\n

By execution of this Letter of Transmittal and Purchase Notice (the “Purchase
\nNotice”), each signatory hereof (the “undersigned”) represents that the
\nundersigned has received the Company Notice, dated February 15, 2012 (the
\n“Company Notice”), of The Interpublic Group of Companies, Inc., a Delaware
\ncorporation (the “Company”), which provides the notice to the holders (the
\n“Holders”) required pursuant to the Indenture. This Purchase Notice relates to
\nthe Company153s 4.25% Convertible Senior Notes due 2023 (the “Notes”), and the
\nHolder153s right to require the Company to purchase the Notes at a purchase price
\n(the “Purchase Price”) equal to $1,000 per $1,000 principal amount of the Notes,
\nplus any accrued and unpaid interest (including contingent interest) up to, but
\nexcluding, March 15, 2012 (the “Purchase Date”), subject to the terms and
\nconditions set forth in the Indenture and the Notes. Upon the terms and subject
\nto the conditions set forth herein, the Company Notice and the Indenture, and
\neffective upon the acceptance for payment thereof, the undersigned hereby
\nirrevocably sells, assigns and transfers all right and title to the Company in
\nand to the Notes for which the Put Option is exercised hereby.<\/p>\n

The undersigned hereby irrevocably constitutes and appoints the Paying Agent
\nthe true and lawful agent and attorney-in-fact of the undersigned (with full
\nknowledge that the Paying Agent also acts as the agent of the Company) with
\nrespect to such Notes, with full power of substitution (such power-of-attorney
\nbeing deemed to be an irrevocable power coupled with an interest) to (1) present
\nsuch Notes and all evidences of transfer and authenticity to, or transfer
\nownership of, such Notes on the account books maintained by The Depository Trust
\nCompany (“DTC”) to, or upon the order of, the Company, (2) present such Notes
\nfor transfer and cancellation on the books of the relevant security registrar,
\nand (3) receive all benefits and otherwise exercise all rights of beneficial
\nownership of such Notes, all in accordance with the terms of and conditions set
\nforth in the Indenture, the Company Notice and this Purchase Notice.<\/p>\n

The undersigned hereby represents, warrants and covenants that:<\/p>\n

(a) the undersigned owns the Notes for which the Put Option is exercised
\nhereby as contemplated by Rule 14e-4 under the Securities Exchange Act of 1934,
\nas amended, and has full power and authority to validly exercise the Put Option
\nfor such Notes;<\/p>\n

(b) when and to the extent the Company accepts such Notes for payment, the
\nCompany will acquire good, marketable and unencumbered title to them, free and
\nclear of all security interests, liens, charges, encumbrances, conditional sales
\nagreements or other obligations relating to their delivery or transfer, and not
\nsubject to any adverse claim;<\/p>\n

(c) on request, the undersigned will execute and deliver any additional
\ndocuments that the Paying Agent or the Company deems necessary or desirable to
\ncomplete the delivery of the Notes for which the Put Option is exercised hereby
\nand that are accepted for payment; and<\/p>\n

(d) the undersigned has read and agrees to all of the terms of the Company
\nNotice and this Purchase Notice.<\/p>\n

The undersigned understands that the exercise of the Put Option is not made
\nin acceptable form until receipt by the Paying Agent of this Purchase Notice,
\nduly completed and signed, together with all accompanying evidence of authority
\nin form satisfactory to the Company in its sole discretion (which may delegate
\npower in whole or in part to the Paying Agent). All questions as to form of
\ndocuments, eligibility, validity (including time of receipt) and acceptance for
\npayment of Notes for which the Put Option is exercised hereby will be determined
\nby the Company in its sole discretion (which may delegate power in whole or in
\npart to the Paying Agent) and such determination shall be final and binding on
\nall parties.<\/p>\n

2<\/p>\n

\n

The undersigned understands that all Notes for which a Purchase Notice is
\nvalidly delivered and not withdrawn prior to 11:59 p.m., New York City time, on
\nMarch 14, 2012 (the “Expiration Date”), shall be purchased as of the Purchase
\nDate pursuant to the terms and conditions specified in paragraph 7 of the Notes
\nand in the Indenture. The undersigned understands that acceptance of the Notes
\nby the Company for payment will constitute a binding agreement between the
\nundersigned and the Company upon the terms and subject to the conditions of the
\nIndenture, the Company Notice and this Purchase Notice.<\/p>\n

The check for the aggregate Purchase Price for such of the Notes for which
\nthe Put Option is exercised hereby as are purchased will be issued to the order
\nof the undersigned and mailed to the address indicated in the box entitled
\n“Description of Notes for which the Put Option is Exercised,” unless otherwise
\nindicated in the boxes entitled “Special Issuance Instructions” or “Special
\nDelivery Instructions” herein. In the event that the boxes entitled “Special
\nIssuance Instructions” and\/or “Special Delivery Instructions” are completed, the
\ncheck will be issued in the name of, and the payment of the aggregate Purchase
\nPrice will be mailed to, the address so indicated.<\/p>\n

All authority conferred or agreed to be conferred in this Purchase Notice
\nshall not be affected by and shall survive the death or incapacity of the
\nundersigned, and any obligations of the undersigned under this Purchase Notice
\nshall be binding upon the heirs, personal and legal representatives, trustees in
\nbankruptcy, successors and assigns of the undersigned.<\/p>\n

NOTE: SIGNATURES MUST BE PROVIDED <\/strong><\/p>\n

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
\n<\/strong><\/p>\n

DESCRIPTION OF NOTES FOR WHICH THE PUT OPTION IS
\nEXERCISED <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name(s) and Address(es) of Registered Holder(s)
\n(Please fill in exactly as name(s) appear(s) on Notes) (1)<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Notes for which the Put Option is Exercised
\n(Attach additional signed list, if necessary)<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Certificate<\/strong>
\nNumber(s) (2)<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Principal Amount<\/strong>
\nRepresented<\/strong>
\nby Notes<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Principal Amount<\/strong>
\nfor which the Put
\nOption is
\nExercised (2)(3)<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Total Amount for which the Put Option<\/strong><\/p>\n

is Exercised<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(1)<\/p>\n<\/td>\n

\n

Must correspond exactly to the name(s) that appear(s) on the certificate(s)
\nfor the Notes and the Paying Agent153s record of registered holders or, if the Put
\nOption is exercised by a DTC participant, exactly as such participant153s name(s)
\nand address(es) appear(s) on the security position listing of DTC.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(2)<\/p>\n<\/td>\n

\n

Need not be completed if the Notes are delivered by book-entry transfer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(3)<\/p>\n<\/td>\n

\n

If you desire to exercise the Put Option for less than the entire principal
\namount evidenced by the Notes listed above, please indicate in this column the
\nportion of the principal amount of such Notes, in multiples of $1,000, for which
\nyou wish to exercise the Put Option; otherwise, the Put Option will be deemed to
\nhave been exercised for the entire principal amount evidenced by such Notes.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n

METHOD OF DELIVERY <\/strong><\/p>\n\n\n\n
\n

\u00a8<\/p>\n<\/td>\n

\n

CHECK HERE IF NOTES ARE PHYSICALLY DELIVERED TO THE PAYING AGENT.
\n<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

\u00a8<\/p>\n<\/td>\n

\n

CHECK HERE IF NOTES ARE DELIVERED BY BOOK-ENTRY TRANSFER TO THE
\nACCOUNT MAINTAINED BY THE PAYING AGENT WITH DTC AND COMPLETE THE FOLLOWING:
\n<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Name of Delivering Institution:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Telephone:<\/p>\n<\/td>\n

<\/td>\n\n

Facsimile:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Contact Person:<\/p>\n<\/td>\n

<\/td>\n\n

Date Delivered:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

DTC Account Number:<\/p>\n<\/td>\n

<\/td>\n\n

Transaction Code Number:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

\u00a8<\/p>\n<\/td>\n

\n

CHECK HERE IF NOTES ARE NOT SIMULTANEOUSLY DELIVERED TO THE PAYING
\nAGENT. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

HOLDERS WHO DELIVER THIS PURCHASE NOTICE WITHOUT SIMULTANEOUSLY
\nDELIVERING THEIR NOTES TO THE PAYING AGENT UNDERSTAND THAT DELIVERY OF THE NOTES
\nTO THE PAYING AGENT OR DELIVERY OF SUCH NOTES BY BOOK-ENTRY TRANSFER TO THE
\nACCOUNT MAINTAINED BY THE PAYING AGENT WITH DTC IS A CONDITION TO PAYMENT OF THE
\nPURCHASE PRICE FOR SUCH NOTES. <\/strong><\/p>\n

UNDER NO CIRCUMSTANCES WILL NOTES ACCRUE INTEREST BY REASON OF ANY
\nDELAY IN MAKING PAYMENT TO ANY PERSON WHO DELIVERS NOTES AFTER THE PURCHASE
\nDATE. THE PURCHASE PRICE FOR NOTES DELIVERED AFTER THE PURCHASE DATE WILL BE THE
\nSAME AS THAT FOR NOTES DELIVERED PRIOR TO OR ON THE PURCHASE DATE. <\/strong>\n<\/p>\n

IF THE PAYING AGENT HOLDS, IN ACCORDANCE WITH THE TERMS OF THE
\nINDENTURE, SUFFICIENT CASH TO PAY THE PURCHASE PRICE FOR THE NOTES ON THE
\nBUSINESS DAY FOLLOWING THE PURCHASE DATE, THEN, ON AND AFTER SUCH DATE, SUCH
\nNOTES WILL CEASE TO BE OUTSTANDING AND INTEREST (INCLUDING CONTINGENT INTEREST)
\nON SUCH NOTES WILL CEASE TO ACCRUE, WHETHER OR NOT THE NOTES ARE DELIVERED TO
\nTHE PAYING AGENT OR DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED
\nBY THE PAYING AGENT WITH DTC, AND ALL RIGHTS (OTHER THAN THE RIGHT TO RECEIVE
\nTHE PURCHASE PRICE UPON DELIVERY OF THE NOTES) OF THE HOLDER OF SUCH NOTES WILL
\nTERMINATE. <\/strong><\/p>\n

IF ANY INTEREST PAYMENTS ARE MADE SUBSEQUENT TO THE BUSINESS DAY
\nFOLLOWING THE PURCHASE DATE IN RESPECT OF NOTES FOR WHICH A PURCHASE NOTICE HAS
\nBEEN DELIVERED, THEN THE PURCHASE PRICE TO BE PAID, FOLLOWING DELIVERY OF SUCH
\nNOTES TO THE PAYING AGENT OR DELIVERY BY BOOK-ENTRY TRANSFER TO THE ACCOUNT
\nMAINTAINED BY THE PAYING AGENT WITH DTC, WILL BE REDUCED BY THE AMOUNT OF SUCH
\nINTEREST PAYMENTS. <\/strong><\/p>\n

4<\/p>\n

\n

SPECIAL ISSUANCE <\/strong><\/p>\n

INSTRUCTIONS <\/strong><\/p>\n

(See Instructions 2, 4, 5 and 6) <\/strong><\/p>\n

To be completed ONLY if Notes for which the Put Option is not exercised or
\nwhich are not purchased and\/or any check for the aggregate Purchase Price of
\nNotes purchased are to be issued in the name of and sent to someone other than
\nthe undersigned, or if Notes delivered by book-entry transfer which are not
\naccepted for purchase are to be credited to an account maintained at DTC other
\nthan the one designated above.<\/p>\n

Issue Check and\/or Notes to:<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(Please Print)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(Include Zip Code)<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(Taxpayer Identification Number or <\/strong><\/p>\n

Social Security Number) <\/strong><\/p>\n

Credit Notes not purchased by book-entry to DTC account number:<\/p>\n

(DTC Account Number) <\/strong><\/p>\n

(Account Party) <\/strong><\/p>\n

SPECIAL DELIVERY <\/strong><\/p>\n

INSTRUCTIONS <\/strong><\/p>\n

(See Instructions 2, 4, 5 and 6) <\/strong><\/p>\n

To be completed ONLY if Notes for which the Put Option is not exercised or
\nwhich are not purchased and\/or any check for the aggregate Purchase Price of
\nNotes purchased, issued in the name of the undersigned, are to be sent to
\nsomeone other than the undersigned, or to the undersigned at an address other
\nthan that indicated above.<\/p>\n

Mail Check and\/or Notes to:<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(Please Print)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(Include Zip Code)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

NOTE: SIGNATURES MUST BE PROVIDED ON THE FOLLOWING
\nPAGE. <\/strong><\/p>\n

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
\n<\/strong><\/p>\n

5<\/p>\n

\n

SIGN HERE <\/strong><\/p>\n

(See Instructions 1 and 5) <\/strong><\/p>\n

(Please Complete Form W-9) <\/strong><\/p>\n

Must be signed by registered Holder(s) exactly as name(s) appear(s) on the
\nNotes or on a security position listing or by person(s) authorized to become
\nregistered Holder(s) of the Notes by documents transmitted with this Purchase
\nNotice. If the signature is by an attorney-in-fact, executor, administrator,
\ntrustee, guardian, partner, officer of a corporation or another party acting in
\na fiduciary or representative capacity, please set forth the signer153s full
\ntitle.<\/p>\n

Signature(s) of Holder(s) <\/strong><\/p>\n

Date: , 2012<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name(s):<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

(Please Print)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Capacity:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Area Code(s) and Telephone Number(s):<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Tax Id.\/S.S. Number(s):<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

(Taxpayer Identification Number(s) or Social Security
\nNumber(s)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Address(es):<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(Include Zip Code)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

THE GUARANTEE BELOW MUST BE COMPLETED. <\/strong><\/p>\n

Guarantee of Signature(s) <\/strong><\/p>\n

(See Instructions 2 and 5) <\/strong><\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Authorized Signature:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Eligible Institution:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Area Code and Telephone Number:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Date: , 2012<\/p>\n

6<\/p>\n

\n

INSTRUCTIONS <\/strong><\/p>\n

Forming Part of the Terms and Conditions of this
\nPurchase Notice <\/strong><\/p>\n

1. Delivery of Purchase Notice and Notes<\/em>. This Purchase Notice can
\nbe used if Notes are delivered with it to the Paying Agent or if Notes are
\nconcurrently delivered by book-entry transfer to the Paying Agent153s account at
\nDTC. This Purchase Notice can also be used by Holders who wish to exercise the
\nPut Option without simultaneously delivering their Notes to the Paying Agent. A
\nHolder who uses this Purchase Notice to exercise the Put Option without
\nsimultaneously delivering Notes understands that payment of the Purchase Price
\nis subject to the delivery of the Notes to the Paying Agent or delivery of such
\nNotes by book-entry transfer to the account maintained by the Paying Agent with
\nDTC. Holders who hold their Notes through DTC who wish to exercise the
\nPut Option and deliver their Notes to the Paying Agent need not submit a
\nphysical Purchase Notice to the Paying Agent if such Holders transmit their
\nacceptance and deliver their Notes electronically through DTC153s ATOP system,
\nsubject to the terms and procedures of that system. Holders transmitting their
\nacceptance and delivering their Notes through DTC153s ATOP system must allow
\nsufficient time for completion of the ATOP procedures during the normal business
\nhours of DTC.<\/strong> Notes or confirmation of the delivery of Notes by
\nbook-entry transfer to the Paying Agent through DTC, together with a properly
\ncompleted and duly executed Purchase Notice or agent153s message and any other
\nrequired documents, should be delivered to the Paying Agent at the appropriate
\naddress set forth on the first page of this Purchase Notice and must be received
\nby the Paying Agent prior to 11:59 p.m., New York City time, on the Expiration
\nDate. The term “agent153s message” means a message, transmitted to DTC and
\nreceived by the Paying Agent and forming a part of a book-entry transfer, that
\nstates that DTC has received an express acknowledgement that the undersigned
\nagrees to be bound by this Purchase Notice and that the Company may enforce this
\nPurchase Notice against the undersigned. Delivery of documents to DTC or the
\nCompany does not constitute delivery to the Paying Agent.<\/p>\n

The method of delivery of all documents, including Notes, this Purchase
\nNotice and any other required documents, is at the election and risk of the
\nHolder(s) exercising the Put Option. If delivery is by mail, registered mail
\nwith return receipt requested, properly insured, is recommended.<\/p>\n

Each Holder who exercises the Put Option, by execution of this Purchase
\nNotice, waives any right to receive any notice of the acceptance of his or her
\nNotes for purchase.<\/p>\n

2. Guarantee of Signatures<\/em>. No signature guarantee is required if
\neither:<\/p>\n

(a) this Purchase Notice is signed by the registered Holder(s) of the Notes
\n(which term, for purposes of this Purchase Notice, includes any participant in
\nDTC whose name appears on a security position listing as the Holder of such
\nNotes) delivered with the Purchase Notice, unless such Holder has completed the
\nbox entitled “Special Issuance Instructions” and\/or “Special Delivery
\nInstructions” above; or<\/p>\n

(b) the Notes for which the Put Option is exercised are held for the account
\nof an eligible guarantor institution, as defined in Rule 17Ad-15 under the
\nExchange Act (each, an “Eligible Institution”).<\/p>\n

In all other cases an Eligible Institution must guarantee the signatures on
\nthis Purchase Notice. See Instruction 5.<\/p>\n

3. Inadequate Space<\/em>. If the space provided in the box captioned
\n“Description of Notes for which the Put Option is Exercised” is inadequate, the
\ncertificate numbers, the principal amount represented by the Notes and the
\nprincipal amount of Notes for which the Put Option is exercised should be listed
\non a separate signed schedule and attached to this Purchase Notice.<\/p>\n

4. Partial Exercise of the Put Option<\/em>. (Not applicable to Holders
\nwho deliver Notes by book-entry transfer.) If the Put Option is to be exercised
\nfor less than all of the principal amount of Notes evidenced by the
\ncertificates, fill in the portion of the principal amount of such Notes for
\nwhich the Put Option is to be exercised in the column<\/p>\n

7<\/p>\n

\n

entitled “Principal Amount for which the Put Option is Exercised” in the box
\ncaptioned “Description of Notes for which the Put Option is Exercised.” In such
\ncase, a new certificate for the remainder of the Notes evidenced by the old
\ncertificate will be issued and sent to the registered Holder(s), unless
\notherwise specified in the box entitled “Special Issuance Instructions” and\/or
\n“Special Delivery Instructions” in this Purchase Notice, as promptly as
\npracticable following the Purchase Date; provided, however, that each Note
\npurchased and each new Note issued shall be in a principal amount of $1,000 or
\nintegral multiples thereof. The Put Option for the full principal amount of
\nNotes listed and delivered to the Paying Agent is deemed to have been exercised
\nunless otherwise indicated.<\/p>\n

5. Signatures on Purchase Notice and Endorsements.<\/em><\/p>\n

(a) If this Purchase Notice is signed by the registered Holder(s) of the
\nNotes for which the Put Option is exercised hereby, the signature(s) must
\ncorrespond exactly with the name(s) as written on the face of the Notes without
\nany change whatsoever.<\/p>\n

(b) If the Notes are registered in the names of two or more joint Holders,
\neach such Holder must sign this Purchase Notice.<\/p>\n

(c) If any Notes for which the Put Option is to be exercised are registered
\nin different names on several certificates, it will be necessary to complete,
\nsign and submit as many separate Purchase Notices as there are different
\nregistrations of Notes.<\/p>\n

(d) (Not applicable to Holders who deliver Notes by book-entry transfer.)
\nWhen this Purchase Notice is signed by the registered Holder(s) of the Notes and
\ntransmitted hereby, no endorsements of Notes are required unless payment is to
\nbe made, or the Notes for which the Put Option is not exercised or which are not
\npurchased are to be issued to a person other than the registered Holder(s). See
\nInstruction 2. In such an event, signature(s) on such Notes must be guaranteed
\nby an Eligible Institution. If this Purchase Notice is signed by a person other
\nthan the registered Holder(s) of the Notes listed, the assignment form on the
\nNotes must be completed and signed exactly as the name(s) of the registered
\nHolder(s) appear(s) on the Notes and signature(s) on such Notes must be
\nguaranteed by an Eligible Institution. See Instruction 2.<\/p>\n

(e) If this Purchase Notice is signed by attorneys-in-fact, executors,
\nadministrators, trustees, guardians, partners, officers of corporations or
\nothers acting in a fiduciary or representative capacity, such persons should so
\nindicate when signing and must submit proper evidence satisfactory to the
\nCompany of their authority so to act.<\/p>\n

6. Special Payment and Special Delivery Instructions<\/em>. The Holder(s)
\nsigning this Purchase Notice to exercise the Put Option should indicate in the
\napplicable box or boxes the name and address to which Notes for principal
\namounts for which the Put Option is not exercised or which are not purchased or
\nchecks for payment of the aggregate Purchase Price are to be issued or sent, if
\ndifferent from the name(s) and address(es) of such Holder(s). In the case of
\nissuance in a different name, the taxpayer identification number or social
\nsecurity number of the person named must also be indicated. If no instructions
\nare given, Notes for which the Put Option is not exercised or which are not
\npurchased will be returned to the Holder(s). Any Holder(s) delivering Notes by
\nbook-entry transfer may request that Notes for which the Put Option is not
\nexercised or which are not purchased be credited to such account at DTC as such
\nHolder(s) may designate under the caption “Special Issuance Instructions.” If no
\nsuch instructions are given, any such Notes for which the Put Option is not
\nexercised or which are not purchased will be returned by crediting the account
\nat DTC designated above.<\/p>\n

7. Irregularities<\/em>. The Company will determine, in its sole
\ndiscretion, all questions as to the form of documents, eligibility, validity
\n(including time of receipt) and acceptance for payment of any Notes for which
\nthe Put Option is exercised and its determinations shall be final and binding on
\nall parties. The Company reserves the absolute right to reject any and all
\nexercises of the Put Option and deliveries of Notes that it determines not to be
\nin proper form or the acceptance for payment of or payment for which may, in the
\nopinion of the Company153s<\/p>\n

8<\/p>\n

\n

counsel, be unlawful. The Company also reserves the absolute right to waive
\nany defect or irregularity in the exercise of the Put Option for and delivery of
\nany particular Note. No exercise of the Put Option for or delivery of Notes will
\nbe deemed to have been properly made until all defects and irregularities have
\nbeen cured or waived. Unless waived, any defects or irregularities in connection
\nwith the exercise of the Put Option or delivery of Notes must be cured within
\nsuch time as the Company shall determine. The Company153s interpretation of the
\nterms of the Purchase Notice (including these instructions) will be final and
\nbinding on all parties. None of the Company, the Paying Agent or any other
\nperson is or will be obligated to give notice of any defects or irregularities
\nin the exercise of the Put Option or delivery of Notes and none of them will
\nincur any liability for failure to give such notice.<\/p>\n

8. Mutilated, Lost, Stolen or Destroyed Certificates for Notes<\/em>. Any
\nHolder(s) whose certificates for Notes have been mutilated, lost, stolen or
\ndestroyed should write to or telephone the Paying Agent at the address or
\ntelephone number set forth on the front cover page of this Purchase Notice.<\/p>\n

The Holder will then be instructed by the Paying Agent as to the steps that
\nmust be taken in order to replace the certificates. This Purchase Notice and
\nrelated documents cannot be processed until the procedures for replacing
\nmutilated, lost, stolen or destroyed certificates have been followed.<\/p>\n

9. Questions and Requests for Assistance and Additional Copies<\/em>.
\nQuestions and requests for assistance may be directed to the Paying Agent and
\nadditional copies of the Company Notice and this Purchase Notice may also be
\nobtained from the Paying Agent.<\/p>\n

10. Withdrawal Rights<\/em>. You may withdraw a Purchase Notice, for some
\nor all of the Notes for which such Purchase Notice has been delivered, at any
\ntime before 11:59 p.m., New York City time, on the Expiration Date. See Section
\n4 of the Company Notice for a more detailed description of withdrawal rights.\n<\/p>\n

11. Transfer Taxes<\/em>. If payment of the Purchase Price is to be made
\nto, or if Notes for which the Put Option is not exercised or which are not
\npurchased are to be registered in the name of, any persons other than the
\nregistered Holder(s), or if Notes for which the Put Option is exercised are
\nregistered in the name of any person other than the person(s) signing this
\nPurchase Notice, the amount of any transfer taxes (whether imposed on the
\nregistered Holder(s) or such other person) payable on account of the transfer to
\nsuch other person will be deducted from the Purchase Price unless satisfactory
\nevidence of the payment of such taxes or an exemption therefrom is submitted.\n<\/p>\n

12. Important Tax Information<\/em>. Payments made may be subject to
\ninformation reporting and backup withholding of U.S. federal income tax,
\ncurrently at a rate of 28%. Certain Holders, including corporations, are exempt
\nfrom these information reporting and backup withholding tax rules. To avoid
\nbackup withholding, U.S. Holders that do not otherwise establish an exemption
\nshould complete and return an Internal Revenue Service (“IRS”) Form W-9,
\ncertifying that such Holder is a U.S. person, that the taxpayer identification
\nnumber (“TIN”) provided is correct, and that such Holder is not subject to
\nbackup withholding. Non-U.S. Holders may be required to complete and submit an
\nIRS Form W-8BEN or other applicable IRS Form W-8, signed under penalties of
\nperjury, attesting to the Holder153s foreign status. If you provide an incorrect
\nTIN or you are a U.S. Holder that fails to provide the information requested on
\nIRS Form W-9, you may be subject to penalties imposed by the IRS.<\/p>\n

Backup withholding is not an additional tax. Taxpayers may use amounts
\nwithheld as a credit against their U.S. federal income tax liability or may
\nclaim a refund of any excess amounts withheld by timely filing a claim for
\nrefund with the IRS. Holders are encouraged to consult with their own tax
\nadvisors regarding compliance with the backup withholding rules.<\/p>\n

9<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7901],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9560,9569],"class_list":["post-41097","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-interpublic-group-of-cos-inc","corporate_contracts_industries-services__advertising","corporate_contracts_types-finance","corporate_contracts_types-finance__notpur"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41097","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41097"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41097"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41097"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41097"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}