EXHIBIT 99(a)(i)
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WPP GROUP plc
AND
CITIBANK, N.A.,
AS DEPOSITARY
AND
HOLDERS AND BENEFICIAL OWNERS FROM TIME TO TIME OF
AMERICAN
DEPOSITARY RECEIPTS
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AMENDMENT NO. 2
TO
AMENDED AND RESTATED DEPOSIT AGREEMENT
DATED AS OF _________, 2000
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AMENDMENT NO. 2 TO AMENDED AND RESTATED DEPOSIT AGREEMENT
AMENDMENT NO. 2 TO AMENDED AND RESTATED DEPOSIT AGREEMENT, is made as
of __________, 2000 (the "Amendment"), by and among WPP GROUP plc, a corporation
organized and existing under the laws of England (the "Company"), CITIBANK,
N.A., a national banking association organized under the laws of the United
States of America and acting solely as depositary (the "Depositary"), and all
Holders and Beneficial Owners from time to time of American Depositary Receipts
issued under the Deposit Agreement.
W I T N E S S E T H T H A T
WHEREAS, the parties hereto entered into that certain Amended and
Restated Deposit Agreement, dated as of October 24, 1995, as amended by
Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of November
9, 1999 (the "Deposit Agreement"), for the creation of American Depositary
Receipts ("ADRs") evidencing American Depositary Shares ("ADSs") representing
the Shares (as defined in the Deposit Agreement) so deposited and for the
execution and delivery of such ADRs evidencing such ADSs;
WHEREAS, the Company desires to amend Section 5.06 of the Deposit
Agreement and, as a result, desires to amend the Deposit Agreement to reflect
such change; and
WHEREAS, pursuant to Section 6.01 of the Deposit Agreement, the Company
and the Depositary deem it necessary and desirable to amend the Deposit
Agreement for the purposes set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Depositary
hereby agree to amend the Deposit Agreement as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. DEFINITIONS. Unless otherwise defined in this Amendment,
all capitalized terms used, but not otherwise defined, herein shall have the
meaning given to such terms in the Deposit Agreement.
ARTICLE II
AMENDMENTS TO DEPOSIT AGREEMENT
SECTION 2.01. DEPOSIT AGREEMENT. All references in the Deposit
Agreement to the term "Deposit Agreement" shall, as of the Effective Date (as
herein defined), refer to the Amended and Restated Deposit Agreement, dated as
of October 24, 1995, as amended by
Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of November
9, 1999, and as further amended by this Amendment.
SECTION 2.02. AMENDMENT OF SECTION 5.06. The second paragraph of
Section 5.06 of the Deposit Agreement is hereby amended, as of the Effective
Date (as defined herein), by substituting for the first sentence of that
paragraph the following sentences:
The Company agrees to promptly deliver to the Depositary a sufficient
number of copies to mail or make generally available to holders of
Receipts on the same basis as holders of Shares or other Deposited
Securities, or on such other basis as the Company advises the
Depositary may be additionally required by any applicable law,
regulation or stock exchange requirement, any notices, reports or other
communications mailed or otherwise made generally available by or at
the request of the Company to holders of Shares or other Deposited
Securities. To the extent that the Company delivers copies of any such
notice, report or other communication to the Depositary, (x) the
Depositary will arrange for the mailing to Holders of Receipts, at the
Company's expense, of copies of any such notice, report or other
communication mailed by or at the request of the Company to holders of
Shares or other Deposited Securities; or, (y) if any such notice,
report or other communication is made generally available to holders of
Shares or other Deposited Securities other than by mailing, the
Depositary will arrange, at the Company's expense, to make copies
thereof available to holders of Receipts on a similar basis or on such
other basis as the Company advises the Depositary may be additionally
required by any applicable law, regulation or stock exchange
requirement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01. REPRESENTATIONS AND WARRANTIES. The Company represents
and warrants to, and agrees with, the Depositary and the Holders, that:
(a) this Amendment, when executed and delivered by the Company, and the
Deposit Agreement and all other documentation executed and delivered by
the Company in connection therewith, will be and have been,
respectively, duly and validly authorized, executed and delivered by
the Company, and constitute the legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their
respective terms, subject to bankruptcy, insolvency, fraudulent
transfer, moratorium and similar laws of general applicability relating
to or affecting creditors' rights and to general equity principles;
and,
(b) in order to ensure the legality, validity, enforceability or
admissibility into evidence of this Amendment or the Deposit Agreement
as amended hereby, and any other document furnished hereunder or
thereunder in England, neither of such agreements need
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to be filed or recorded with any court or other authority in England,
nor does any stamp or similar tax need to be paid in England on or in
respect of such agreements; and,
(c) all of the information provided to the Depositary by the Company in
connection with this Amendment is true, accurate and correct.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. EFFECTIVE DATE. This Amendment is dated as of the date
set forth above and shall be effective as of such date (the "Effective Date").
SECTION 4.02. INDEMNIFICATION. The Company agrees to indemnify and hold
harmless the Depositary (and any and all of its directors, employees and
officers) for any and all liability it or they may incur as a result of the
terms of this Amendment and the transactions contemplated herein.
SECTION 4.03. RATIFICATION. Except as expressly amended hereby, the
terms, covenants and conditions of the Deposit Agreement as originally executed
shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Depositary have caused this
Amendment to be executed by representatives thereunto duly authorized as of the
date set forth above.
WPP GROUP plc, as Company
By:
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Name:
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Title:
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CITIBANK, N.A., as Depositary
By:
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Name:
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Title:
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