Exhibit 4.3 =================================================================== ============= CORDIANT FINANCE, INC., as Issuer CORDIANT COMMUNICATIONS GROUP PLC, as Parent Guarantor Amended and Restated Guaranteed Senior Notes due 2011...Note Purchase Agreement • July 2nd, 2002 • Cordiant Communications Group PLC /Adr • New York
AMONGMerger Agreement • September 25th, 2000 • Cordiant Communications Group PLC /Adr • Delaware
LOAN AGREEMENT for Facilities of up to US$400,000,000 to CORDIANT COMMUNICATIONS GROUP PLC and others Arranged by THE BANK OF NEW YORK and HSBC INVESTMENT BANK PLC Agent HSBC INVESTMENT BANK PLC Norton Rose London CONTENTSLoan Agreement • June 29th, 2001 • Cordiant Communications Group PLC /Adr
INDEXService Agreement • July 15th, 2003 • Cordiant Communications Group PLC /Adr • American depositary receipts • England
Exhibit 2.2 AMENDMENT NO. 1 TO THE MERGER AGREEMENT This AMENDMENT NO. 1 TO THE MERGER AGREEMENT, dated as of September 5, 2000 (this "Amendment No. 1"), by and among Cordiant Communications Group plc, a company organized under the laws of England and...Merger Agreement • September 25th, 2000 • Cordiant Communications Group PLC /Adr
EXHIBIT 8 STOCKHOLDER AGREEMENT AGREEMENT dated November 9, 1999, among Cordiant Communications Group plc, a company organized under the laws of England and Wales ("Cordiant"), Healthworld Acquisition Corporation, a Delaware corporation and a direct...Stockholder Agreement • November 19th, 1999 • Cordiant Communications Group PLC /Adr • New York
EXHIBIT 4.14 Shareholders Agreement relating to The Communications Group Holdings Pty Limited -------------------------------------- The Communications Group Holdings Pty Limited Cordiant Communications (Australia) Pty Limited TCG Nominee Pty Limited...Shareholders Agreement • July 15th, 2003 • Cordiant Communications Group PLC /Adr • American depositary receipts • New South Wales
RECITALSAgreement and Plan of Merger • March 7th, 2000 • Cordiant Communications Group PLC /Adr
Exhibit 4.19 EMPLOYMENT AGREEMENT AGREEMENT made as of the 11th day of March, 2002, by and between BATES ADVERTISING USA, INC., a New York corporation (the "Company"), with principal offices at 498 Seventh Avenue, New York, NY 10018, and David Hearn,...Employment Agreement • July 15th, 2003 • Cordiant Communications Group PLC /Adr • American depositary receipts • New York
Exhibit 4.13 Investment Agreement Cordiant Communications Group Plc Cordiant Communications (Australia) Pty Ltd ACN 082 292 019 Pacific Equity Partners Pty Ltd ACN 083 026 822 The Communications Group Holdings Pty Ltd ACN 104 455 003 TCG Nominee Pty...Investment Agreement • July 15th, 2003 • Cordiant Communications Group PLC /Adr • American depositary receipts • New South Wales
LOAN AGREEMENT for Facilities of up to US$250,000,000 to CORDIANT COMMUNICATIONS GROUP PLC and others Arranged by THE BANK OF NEW YORK and HSBC INVESTMENT BANK PLC Agent HSBC INVESTMENT BANK PLC Norton Rose LondonLoan Agreement • June 5th, 2000 • Cordiant Communications Group PLC /Adr
AGREEMENT DATE 28 March 2002Loan Agreement • July 2nd, 2002 • Cordiant Communications Group PLC /Adr • England
Exhibit 4.21 CORDIANT COMMUNICATIONS GROUP Employment Contract Between Cordiant Communications Group plc 121-141 Westbourne Terrace London W2 6JR UK ("the Company") and Mr Peter M. Schoning lsestrasse 125 20149 Hamburg GERMANY ("the Executive") For...Employment Contract • July 15th, 2003 • Cordiant Communications Group PLC /Adr • American depositary receipts
DATE 4 July 2003 Conformed Copy CORDIANT COMMUNICATIONS GROUP PLC LIGHTHOUSE GLOBAL NETWORK, INC. 3319TH SINGLE MEMBER SHELF TRADING COMPANY LIMITED FD MWA HOLDINGS, INC. SHARE SALE AGREEMENT relating to the sale of shares in those companies...Share Sale Agreement • July 15th, 2003 • Cordiant Communications Group PLC /Adr • American depositary receipts • England
EXHIBIT 4.8 Cordiant Communications Group plc 1-5 Midford Place London W1T 5BH On behalf of all Obligors as defined in the Facilities Agreement referred to belowFacilities Agreement • July 15th, 2003 • Cordiant Communications Group PLC /Adr • American depositary receipts
EXHIBIT 4.15 BATES WORLDWIDE, FITCH WORLDWIDE, 141 WORLDWIDE AND HEALTHWORLD NETWORK AGREEMENTNetwork Agreement • July 15th, 2003 • Cordiant Communications Group PLC /Adr • American depositary receipts • New South Wales
NIGEL STAPLETONAppointment Agreement • July 15th, 2003 • Cordiant Communications Group PLC /Adr • American depositary receipts • Surrey
EXHIBIT 4.4 DEBT TRANSFER AGREEMENT DATED 19th June, 2003Debt Transfer Agreement • July 15th, 2003 • Cordiant Communications Group PLC /Adr • American depositary receipts
Arranged by THE BANK OF NEW YORK and HSBC INVESTMENT BANK PLC Agent HSBC INVESTMENT BANK PLCRestructuring Deed • July 2nd, 2002 • Cordiant Communications Group PLC /Adr
Cordiant Group Limited] 1-5 Midford Place LONDON W1T 5BHCommission Agreement • July 15th, 2003 • Cordiant Communications Group PLC /Adr • American depositary receipts
CORDIANT COMMUNICATIONS GROUP PLC SCHEME TRANSACTION AGREEMENTScheme Transaction Agreement • July 15th, 2003 • Cordiant Communications Group PLC /Adr • American depositary receipts
EXHIBIT 4.7 Interim Support AGREEMENTInterim Support Agreement • July 15th, 2003 • Cordiant Communications Group PLC /Adr • American depositary receipts
