Exhibit 1
EXECUTION COPY
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This FIRST AMENDMENT, dated as of December 1, 2004 (this
"Amendment"), to the Agreement and Plan of Merger, dated as of September
11, 2004, among WPP Group plc, an English public limited company
("Parent"), Abbey Merger Corporation, a Delaware corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), and Grey Global Group
Inc., a Delaware corporation (the "Company").
WHEREAS, Parent, Merger Sub and the Company have entered into the
Agreement and Plan of Merger, dated as of September 11, 2004 (the "Merger
Agreement");
WHEREAS, Parent, Merger Sub and the Company each desire to enter
into this Amendment for the purpose of amending the Merger Agreement;
WHEREAS, Section 8.4 of the Merger Agreement permits Parent,
Merger Sub and the Company, by action taken or authorized by their
respective Boards of Directors, to amend the Merger Agreement by an
instrument in writing signed on behalf of each of Parent, Merger Sub and
the Company; and
WHEREAS, Parent, Merger Sub and the Company each desire to amend
the Merger Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements
specified in this Amendment, Parent, Merger Sub and the Company agree as
follows:
1. Amendment to Section 8.1(c) of the Merger Agreement. Section
8.1(c) of the Merger Agreement is hereby amended by deleting the phrase
"nine months" and replacing it with the phrase "eleven months".
2. Representations and Warranties. Each of Parent, Merger Sub and
the Company represents and warrants that (a) it has the corporate power and
authority to execute and deliver this Amendment, (b) this Amendment has
been duly and validly authorized by all necessary action of its board of
directors, and (c) this Amendment has been duly and validly executed and
delivered and, assuming due authorization and execution by the other
parties hereto, constitutes its legal, valid and binding obligation
enforceable against it in accordance with its terms.
3. Governing Law. This Amendment and the rights and obligations
of the parties hereto shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without giving effect to choice of
law principles thereof).
4. Counterparts. This Amendment may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
5. No Other Amendments. Except to the extent expressly amended by
this Amendment, all terms of the Merger Agreement shall remain in full
force and effect without amendment, change or modification.
6. References to Merger Agreement. All references in the Merger
Agreement to the "Agreement" shall be deemed to be the Merger Agreement as
amended by this Amendment.
7. Defined Terms. Capitalized terms used but not defined herein
shall have the meaning assigned to them in the Merger Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, Parent, Merger Sub and the Company have
caused this Amendment to be executed as of the date first written above by
their respective officers thereunto duly authorized.
WPP GROUP PLC
By: /s/ Xxxx X. X. Xxxxxxxxxx
---------------------------------
Name: Xxxx X. X. Xxxxxxxxxx
Title: Group Finance Director
ABBEY MERGER CORPORATION
By: /s/ Xxxx X. X. Xxxxxxxxxx
---------------------------------
Name: Xxxx X. X. Xxxxxxxxxx
Title: President
GREY GLOBAL GROUP INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice Chairman
