EXHIBIT 10.3
FORM OF TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT dated July __, 1999 (the
"Agreement"), is entered into among Clarant Worldwide Corporation ("Parent"),
___________________ [to be the entity owning the Acquired Assets and directly
operating the Business], a Delaware corporation ("Occupant"), and Young &
Rubicam Inc., a Delaware corporation (the "Contributor").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, Contributor has, as of the date hereof, contributed
certain assets relating to that portion of the Contributor's Brand Dialogue
business located and operated in New York, New York (the "Business") to Parent
pursuant to the terms of the Contribution Agreement, dated June __, 1999, by and
between Parent and Contributor (the "Contribution Agreement") (capitalized terms
used herein without definition shall have the meanings set forth in the
Contribution Agreement);
WHEREAS, Contributor owns the real property commonly known as
000 Xxxxxxx Xxx, Xxx Xxxx, Xxx Xxxx (the "Building");
WHEREAS, Section 4.2(b)(iv) of the Contribution Agreement
provides that Contributor shall enter into a transition services agreement to
provide services to Occupant pursuant to which Contributor will (i) allow
Occupant to continue to occupy, for a period of 12 months from the date hereof,
a portion of the 2nd and 19th Floors of the Building more fully described in
Schedule A hereto (such portion being referred to herein as the "Space") and
(ii) provide the services described on Schedule B hereto (the "Scheduled
Services") and certain additional services as the parties may from time to time
agree upon (the "Additional Services," and together with the Scheduled Services,
the "Services") to Occupant in connection with its operation of the Business
after the Closing Date; and
WHEREAS, the parties hereby desire to set forth the terms and
conditions upon which Contributor will provide the Space and Services to
Occupant following the Closing Date;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein the parties hereto agree as
follows:
1. SPACE AND SERVICES
1.1 PROVISION OF SPACE AND SERVICES.
(a) From and after the Closing Date, Contributor
shall provide to Occupant the non-exclusive right to use the Space and, in
connection therewith, Contributor shall provide the services listed under
"Facilities" and "Repairs and Maintenance" under "Other Facilities Costs" on
Schedule B hereto, in each case at the cost set forth thereon. At the request of
the Occupant, Contributor shall provide the Scheduled Services at the rates and
upon the terms and subject to the conditions of this Agreement. The parties may
from time to time agree upon the provision of Additional Services, but, in no
event shall this Agreement or the Contribution Agreement or the agreements or
transactions contemplated hereby or thereby entitle Occupant to Additional
Services.
(b) Contributor shall use its reasonable efforts to
provide the Services in a manner substantially similar and consistent with past
practices during the twelve-month period preceding the date hereof. In providing
the Services hereunder, Contributor may use such personnel of Contributor (or
its Affiliates) as it deems necessary or appropriate, or Contributor may employ
the services of third parties.
(c) For purposes of this Agreement, "Affiliate" shall
mean any person that directly or indirectly controls, is controlled by or under
common control with, a person or entity.
1.2 TERM. Contributor shall provide the Space, Scheduled
Services and the Additional Services, if any, until the earlier of (i)
Occupant's departure from the Space provided Contributor has received at least
ninety (90) days' prior written notice of Occupant's intended date of departure
and (ii) twelve (12) months from the date hereof (the "Term").
1.3 ACCESS. Occupant shall make available on a timely basis to
Contributor all information and materials reasonably requested by Contributor in
connection with the provision of the Space or Services. At the request of the
Contributor, Occupant shall provide Contributor personnel, or any third parties
engaged by the Contributor, with access to the Space and any equipment used in
connection with providing the Space or Services.
1.4 MAINTENANCE OF RECORDS. Subject to Article 5 hereof,
Contributor shall make available for inspection by Occupant or its
representatives and agents, during regular business hours and upon reasonable
written request by Occupant, records that Contributor prepares or maintains in
providing the Space or Services; PROVIDED, HOWEVER, that any such inspection by
Occupant or its representatives or agents shall be conducted in a manner which
does not unreasonably interfere with the operation of the day-to-day business
affairs of Contributor and provided, further, that Contributor shall have no
obligation to keep, prepare or present the records in any particular form or
format other than as routinely and historically kept,
prepared or presented. Occupant shall pay its own costs and any out-of-pocket
costs of Contributor relating to any such inspection.
1.5 COOPERATION. Each of Occupant and Contributor shall
cooperate with and assist the other party in connection with any filings or
other actions reasonably requested by such party, in each case, only to the
extent such actions or filings arise as a direct result of this Agreement, in
order to comply with the requirements of the United States Securities and
Exchange Commission, any state securities commission or any equivalent foreign
authority, any U.S. federal, state, local or foreign tax authority. All
reasonable costs incurred by a party in providing such cooperation and
assistance shall be paid by the party requesting such cooperation and assistance
in accordance with Section 2 hereof.
1.6 COVENANTS REGARDING USE OF SPACE.
(a) Subject to the terms and conditions set forth
herein, Contributor hereby grants to Occupant a license permitting solely the
employees of the Business (the "Permitted Employees") to use and occupy the
Space during the Term. Contributor also grants Occupant a license permitting the
Permitted Employees to use (in common with the Contributor and any other
occupants of the Building), during the Term, (i) certain common facilities
located within the Building which service the Space, including, without
limitation, restrooms, conference rooms located within the Space, reception
areas, kitchenettes, hallways and entrance ways; and (ii) those portions of the
sidewalks, driveways, hallways, entrances, doorways and other facilities serving
the Space and the Building as are necessary for the Permitted Employees to
obtain pedestrian ingress and egress to and from the Space.
(b) Provided Occupant is not in default of this
Agreement or the Contribution Agreement, Contributor agrees, on at least ninety
(90) days' prior written notice of Occupant, to use reasonable efforts to permit
the Permitted Employees (as defined above) to use and occupy additional space
("Additional Space") which may be available or become available in properties
owned or leased by Contributor, on terms and conditions acceptable to
Contributor (and at the sole cost and expense of Occupant) and subject to the
terms and conditions of all present and future ground, master, operating and
space leases and all other encumbrances affecting such Additional Space. If
Contributor agrees to permit the Permitted Employees to use and occupy any
Additional Space, the parties shall execute and deliver an amendment to this
Agreement reflecting the license of the Additional Space by Contributor to
Occupant, which amendment shall be executed and delivered prior to the
commencement date of the term with respect to the Additional Space. Prior to
such commencement date, Occupant shall reimburse Contributor for all incidental
expenses (including without limitation, moving, relocation, alteration and legal
fees and expenses and any other costs or expenses incurred in connection with
the preparation of the Additional Space for occupancy by Occupant) incurred by
Contributor in the course of or on account of the licensing of any Additional
Space by
Contributor to Occupant.
(c) Occupant may use, during the Term, all furniture,
fixtures, equipment and other property located in the Space on the date hereof
(the "FF&E"). Contributor makes no covenant, warranty or representation, express
or implied, in connection with the condition or suitability of the FF&E, and
Occupant agrees to use and accept such FF&E "as is where is" and in its current
condition and location. Occupant agrees to take good care of and maintain the
FF&E during the term of this Agreement; and, all such FF&E shall be returned to
Contributor in its current condition and location, reasonable wear and tear
excepted, on the expiration or earlier termination of this Agreement.
(d) At the request of Occupant, Contributor shall
install, at the sole cost and expense of Occupant, one sign (using materials and
of a size and quality reasonably acceptable to Contributor) on or near the door
providing access to the Space from the elevator lobby on the second floor of the
Building. Occupant shall have no right, and Contributor shall have no
obligation, to install or permit the installation of any additional signs,
including without limitation, signs in the main lobby of the Building and
listings in the building directory.
(e) Occupant shall not make or permit any
improvements, additions, alterations, fixed decorations, substitutions,
replacements or modifications, structural or otherwise, to the Space without the
prior written consent of Contributor.
(f) Upon the expiration of the Term or earlier
termination of this Agreement, Occupant shall vacate and surrender the Space
broom clean and shall remove all of its furniture, furnishings and equipment
excluding FF&E, shall repair all damage resulting from such removal or its use
of the Space, and shall surrender the Space, as so required, in the same or
substantially the same condition as it exists on the date of this Agreement,
subject only to reasonable wear and tear.
(g) Occupant shall use and occupy the Space solely
for general office purposes and in the same manner as the Space has been used
during the twelve months preceding the date hereof. Without limiting the
generality of the foregoing, Occupant shall not use or permit the Space to be
used in any manner which would (i) violate any laws, including, without
limitation, any environmental laws, (ii) make void or voidable any insurance
policy then in force with respect to the Space or the Building, (iii) cause
physical damage to the Space or the Building, (iv) constitute a nuisance, (v)
impair the appearance, character or reputation of the Space or the Building,
(vi) materially impair or materially interfere with the proper operation of any
of the Building's or Space's services or systems, or (vii) impair or interfere
with the use of any area of the Building by any of the other occupants of the
Building.
(h) Occupant acknowledges that it has inspected the
Space and shall
take the same "as is" as of the date hereof with no representations or
warranties by Contributor.
(i) Occupant shall maintain commercial general
liability insurance with reputable companies authorized to write insurance in
the State of New York, naming Occupant and Contributor as insureds, with
coverage limits of not less than $3,000,000 with respect of any one person and
$3,000,000 in respect of any number of persons in any one accident and
$1,000,000 in respect of Building damage. Occupant shall also be solely
responsible for insuring its own property contained in the Space. All such
liability insurance shall provide that the same shall not be modified or
canceled without at least ten (10) days' prior written notice to Contributor.
Upon request of Contributor, Occupant shall deliver to Contributor evidence,
reasonably satisfactory to Contributor, that such insurance is in full force and
effect.
(j) If Occupant fails to perform any of its
obligations hereunder, Contributor may perform such obligations. All reasonable
costs and expenses incurred by Contributor in connection with such performance
shall be paid by Occupant upon demand therefor by Contributor. Contributor may
at reasonable times and upon reasonable notice enter the Space to (a) inspect
the Space, (b) perform any repair or other work reasonably required to maintain
the Space in its current condition and to maintain its value, or (c) show the
Space to prospective buyers, lenders, lessees and licensees, provided, however,
Contributor shall use its reasonable efforts (without having to incur any
additional expenses or hire overtime labor) to minimize any interference with
Occupant's use of the Space.
(k) This Agreement, and all rights of Occupant
hereunder, are subject and subordinate to all present and future ground, master
or operating leases, mortgages now or hereafter placed upon the Building, and
all other encumbrances and matters of public record applicable to the Building.
The provisions of this paragraph shall be self-operative and no further
instrument of subordination shall be required.
(l) The parties recognize and agree that the damage
to Contributor resulting from any failure by Occupant to timely surrender
possession of the Space will be substantial, will exceed the amount of the
monthly installments of the Occupancy Fee theretofore payable hereunder, and
will be impossible to accurately measure. Occupant therefore agrees that if
possession of the Space is not surrendered to Contributor by Occupant within
twenty-four (24) hours after the expiration of the Term or earlier termination
of this Agreement, in addition to any other rights or remedy Contributor may
have hereunder or at law, Contributor may, at its option, require Occupant to
pay Contributor a sum equal to 200% of the amount of the Occupancy Fee then
applicable to the Space, prorated on a per diem basis for each day Occupant
shall fail to vacate or surrender possession of the Space, together with all
damages (direct and consequential) sustained by Contributor on account thereof.
Occupant shall pay such amounts on demand, and, in the absence of demand,
monthly in advance. The foregoing provisions, and Contributor's acceptance of
any such amounts, shall not serve as permission for Occupant to hold-over, nor
serve to extend the Term (although Occupant shall remain a tenant-at-sufferance
bound to
comply with all provisions of this Agreement until Occupant properly vacates the
Space). Occupant hereby waives notice to vacate or quit the Space and agrees
that Contributor shall be entitled to the benefit of all laws respecting the
summary recovery of the Space from a tenant holding over to the same extent as
if statutory notice had been given. Contributor shall have the right, at any
time after expiration of the Term or earlier termination of this Agreement, to
reenter and possess the Space and remove all property and persons therefrom and
Contributor shall have such other remedies for holdover as may be available to
Contributor under other provisions of this Agreement or applicable law. Occupant
hereby indemnifies Contributor against loss, cost, injury, damage, claim,
expense, or liability (including attorneys' fees and disbursements) resulting
from delay by Occupant in so surrendering the Space, including any claims made
by any succeeding tenant or prospective tenant founded upon such delay.
2. PAYMENT
2.1 FEES AND EXPENSES. In consideration for the Space and
Services, Parent and Occupant agree to:
(a) pay Contributor the fees (the "Service Fees") set
forth on Schedule B, relating to the Services, and such other fees as the
parties mutually agree upon with respect to Additional Services, if any; and
(b) reimburse Contributor for all other reasonable
expenses (the "Service Expenses") incurred by Contributor (and, for each expense
exceeding $5,000, approved in advance in writing by Occupant) in the course or
on account of providing the Services hereunder. Contributor shall provide
written documentation, to the extent available, of the amount and nature of all
Service Expenses.
(c) In consideration for the use of the Space,
Occupant shall pay to Contributor an amount equal to $33,072 per month, plus an
amount equal to that portion of the Building Expenses allocated by the
Contributor to the Space (such fixed amount together with allocated expenses,
the "Occupancy Fee"). For purposes hereof, the term "Building Expenses" shall
include, without limitation, to the extent not listed on Exhibit B: (i) real
estate taxes and assessments, (ii) fees and expenses for water, gas,
electricity, sewage and other utility services furnished to the Building, (iii)
premiums for insurance maintained by Contributor for the benefit of the Building
and (iv) costs and expenses incurred by Contributor for security, maintenance
and other services furnished to the Building and all other costs and expenses
incurred by Contributor in the ownership, maintenance, repair and operations of
the premises, except that if any capital improvement is made to the Building
during the term, Occupant shall pay only its proportionate share of the
reasonable annual amortization of the cost of such improvement in each calendar
year during the Term during which such amortization occurs.
2.2 INVOICING AND PAYMENT. (a) Within fifteen days following
the end of each month, Parent or Occupant shall pay Contributor the Service Fees
for the Services provided during such month. Within fifteen days following the
end of each month, Contributor shall submit to Occupant an invoice for Service
Expenses, if any, incurred during such month in connection with its performance
hereunder. Parent or Occupant shall pay all Service Expenses within fifteen (15)
days of receipt of such invoice.
(b) Parent or Occupant shall pay to Contributor the
Occupancy Fee in advance on the first day of each month during the Term. The
Occupancy Fee shall be paid promptly when due, without notice or demand
therefor, and without deduction, abatement, counterclaim or set off of any
amount or for any reason whatsoever.
(c) Contributor's failure to render any invoice,
estimate, statement or the like on a timely basis with respect to any month
shall not prejudice Contributor's right thereafter to render a statement with
respect to such month, nor shall the rendering of a statement in any instance
prejudice Contributor's right thereafter to render a corrected Contributor's
statement for any such month.
(d) All amounts due hereunder shall be paid to
Contributor in lawful money of the United States at the address of Contributor
set forth in this Agreement or to such other person and/or at such other address
as Contributor may from time to time designate by notice to Parent or Occupant.
2.3 TAXES. Subject to Section 2.1(c) of this Agreement, each
party shall be responsible for the taxes required to be paid by such party.
3. LIMITATIONS ON LIABILITY
3.1 FORCE MAJEURE. No liability shall result from any delay or
failure in performance by either party resulting from any cause, condition or
event beyond the reasonable control of the party affected, including but not
limited to Acts of God, fire, flood, war, government action (including eminent
domain), accident, labor trouble or shortage, or inability to obtain material,
utilities, equipment or transportation (each a "Force Majeure Event"). A party
claiming the benefit of this Section 3.1 shall promptly notify the other party
upon learning of the occurrence of the Force Majeure Event. Upon the cessation
of such Force Majeure Event, such party shall resume its performance.
Notwithstanding the foregoing, if such party cannot perform any obligation under
this Agreement for a period of thirty (30) days due to such Force Majeure Event,
either party may terminate such obligation under this Agreement by providing
three (3) days advance written notice to the other party.
3.2 LIABILITY OF THE PARTIES.
(a) Except in the event of reckless or willful
misconduct or gross negligence on Contributor's part, Contributor shall not be
liable for any claims, liabilities, damages, losses, costs, expenses (including,
but not limited to, settlements, judgments, court costs and reasonable legal
fees), fines and penalties, arising out of any actual or alleged injury, loss or
damage of any nature whatsoever in providing or failing to provide the Space or
Services to Occupant.
(b) In no event shall Contributor be liable for any
damages caused by Occupant's failure to perform Occupant's responsibilities
hereunder.
(c) Notwithstanding anything to the contrary
contained herein or at law or in equity, in no event shall Contributor be liable
for punitive, special, indirect, incidental or consequential damages (including,
without limitation, damages for loss of business profits, business interruption
or any other loss) arising from or relating to any claim made under this
agreement or regarding the provision of or the failure to provide the Space or
Services, even if Contributor has been advised of the possibility of such
damages.
3.3 INDEMNITY
(a) Subject to the limitations set forth in Paragraph
3.2 above, Contributor shall indemnify, defend and hold Occupant and its
employees, agents and affiliates harmless against any and all claims,
liabilities, damages, losses, costs, expenses (including, but not limited to,
settlements, judgments, court costs and reasonable attorney's fees), fines and
penalties arising out of any actual injury, loss or damage of any nature
whatsoever (including, without limitation, loss of or damage to property, or
damage to the environment) ("Claims") due or relating to the provision of or
failure to provide the Space or Services, but ONLY to the extent that such
Claims are a direct result of the gross negligence, reckless or willful
misconduct of the personnel of Contributor or Contributor's agents or
representatives in providing the Space or Services.
(b) Without affecting any provision of the
Contribution Agreement, Parent and Occupant jointly and severally agree to
indemnify, defend and hold Contributor, its employees, agents and affiliates
harmless against any and all Claims due or relating to the operations and
activities of Occupant after the date hereof relating in any way to the Space or
the Services (except to the extent any such claims are the direct result of
Contributor's negligence or reckless or willful misconduct).
(c) The indemnities contained in this Section shall
survive for a period of two (2) years after the termination of the use of the
Space or Services at issue for any reason.
(d) The indemnification provided for in this Section
3.3 shall be the exclusive remedy in any action seeking damages or any other
form of monetary relief brought by any party to this Agreement against another
party, provided that nothing herein shall be construed to limit the right of a
party, in a proper case, to seek injunctive relief for a breach of this
Agreement.
4. TERMINATION
4.1 TERMINATION. The Agreement shall terminate on (i) the
expiration of the Term or any extension thereof, or (ii) upon ninety (90) days'
prior written notice by Occupant to Contributor or (iii) upon notice by
Contributor to Occupant if (a) Occupant shall fail to pay the Occupancy Fee, the
Services Fee or the Service Expenses as required hereby or (b) if Occupant shall
default in performing or observing any of the other material provisions of this
Agreement and the same is not cured within ten (10) business days after notice
thereof shall have been given to Occupant.
4.2 EFFECT OF TERMINATION. Sections 1.6(c), 2.1, 2.2, 3.2,
3.3, 4.2, and 5.1 shall survive the termination of this Agreement.
5. CONFIDENTIAL INFORMATION
5.1 CONFIDENTIALITY. In addition to any obligations of
confidentiality set forth in the Contribution Agreement neither Parent, Occupant
nor Contributor shall disclose or use in any way except to the extent necessary
to perform contractual obligations under this Agreement, without the written
consent of the other, any information or documents which either receives from,
or in respect of, the other in connection with this Agreement unless such
information: (i) was generally known to the public prior to the date it was
disclosed, or becomes generally known to the public subsequent to such
disclosure through no fault of the receiving party or its Affiliates and
representatives; (ii) was properly received by the receiving party after the
date hereof free of any obligation of confidentiality; (iii) was required to be
disclosed by law or governmental order; or (iv) was independently developed by
the receiving party.
6. GENERAL PROVISIONS
6.1 INDEPENDENT CONTRACTOR. Contributor is an independent
contractor and, during the term hereof, the relationship between Contributor and
Occupant is that of vendor and vendee. Neither party (nor its agents or
employees) shall under any circumstances be deemed agents, partners, joint
venturers or representatives of the other party. Neither party shall have the
right to bind the other party in any respect except as expressly provided
herein.
6.2 NOTICES. All notices, requests, instructions, approvals
and other communications pursuant to this Agreement shall be in writing and
shall be given by hand delivery, facsimile transmission, registered or certified
United States mail or by a nationally recognized overnight courier addressed:
If to Parent or Occupant, to:
0000 Xxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
With a copy to:
Xxxxxx, Xxxxxx & Xxxxxxxxx
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
or to such other person or address as Parent or Occupant shall furnish to
Contributor in writing.
If to Contributor, to:
Young & Rubicam Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: General Counsel
Facsimile: (000) 000-0000
With a copy to:
Xxxxxx, Xxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
or to such other person or address as Contributor shall furnish to Occupant in
writing.
All such notices, requests, instructions, approvals and other
communications shall be deemed to have been received on the date of delivery or
on the third business day after the mailing thereof.
6.3 HEADINGS. The headings contained in this Agreement are for
purposes of convenience only and shall not affect the meaning or interpretation
of this Agreement.
6.4 ENTIRE AGREEMENT. This Agreement, together with the
Schedules, constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, between the parties with respect to
the subject matter hereof.
6.5 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of which shall
together constitute one and the same instrument.
6.6 APPLICABLE LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to the principles of conflict of laws thereof.
6.7 BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
successors and permitted assigns.
6.8 ASSIGNMENT; DELEGATION. Subject to Section 1.1, neither
this Agreement nor the rights and duties under this Agreement shall be
assignable by either party hereto without the prior written consent of the
other, provided, that Contributor may assign this Agreement to any subsidiary or
affiliate. No assignment hereunder shall in any way affect the parties'
obligations or liabilities under this Agreement. Any purported assignment in
violation of this Section 6.8 shall be void. Parent or Occupant shall not sublet
the Space or any part thereof; permit the use of the Space by any persons other
than Occupant and its employees, whether for desk space, mailing privileges or
otherwise.
6.9 AMENDMENT; WAIVER. No amendment, modification or discharge
of this Agreement, and no waiver hereunder, shall be valid or binding unless set
forth in writing and duly executed by the party against whom enforcement of the
amendment, modification, discharge or waiver is sought. Any such waiver shall
constitute a waiver only with respect to the specific matter described in such
writing and shall in no way impair the rights of the party granting such waiver
in any other respect or at any other time. No delay of or omission in the
exercise of any right, power or remedy accruing to any party as a result of any
breach or default by any other party under this Agreement shall impair any such
right, power or remedy nor shall it be construed as a waiver of or acquiescence
in any such breach or default, or of any similar breach or default occurring
later; nor shall any waiver of any single breach or default be deemed a waiver
of any other breach or default occurring before or after that waiver.
6.10 SEVERABILITY. In the event that any provision of this
Agreement shall be found to be void or unenforceable, such findings shall not be
construed to render any other provision of this Agreement either void or
unenforceable, and all other provisions shall remain in full force and effect
unless the provisions which are invalid or unenforceable shall substantially
affect the rights or obligations granted to or undertaken by either party, in
which case the parties shall negotiate in good faith in an effort to agree upon
suitable and equitable substitute provisions to effect the original intent of
the parties.
[Execution Page Following]
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
CLARANT WORLDWIDE CORPORATION
By
-----------------------------
Name:
Title:
[OCCUPANT]
By
-----------------------------
Name:
Title:
YOUNG & RUBICAM INC.
By
-----------------------------
Name:
Title:
SCHEDULE A
Floor Plan
SCHEDULE B
